Spiders & Magic: Heroic Harmony
by Masterob
Summary: Peter Parker thought he had peace after saving Equestria from Tirek. Unfortunatley for him, Albert Wesker has returned to Equestria, with old allies and new ones, including the intimidating Android, Ultron. Now, along with his wife Twilight Sparkle and their daughter Mayday, Peter must figure out how to stop this menace. Luckily, he has friends in three worlds that can help him.
1. Peace Interrupted

_First Year, Peter Parker, also known as Spider-Man, is transported from Marvel Earth to Equestria by then Student Apprentice and Element of Magic, Twilight Sparkle to assist in saving her village from a dragon. Due to that however, Peter Parker is stuck in Equestria, and has taken on the new affiliation as Spider-Mane._

 _Within weeks, Peter Parker and Twilight Sparkle have formed a romantic relationship, one that Peter never expected to have, but has never been happier to have. This would help Peter overcome a lot of grief that he felt when he couldn't protect his Uncle Ben or old girlfriend, Gwen Stacy. In time Peter had also bonded with the rest of the Elements; Applejack, Rarity, Pinkie Pie, Rainbow Dash and Fluttershy, in addition to forming a strong friendship with Trixie Lulamoon and Princess Luna._

 _Three months later, Peter and Twilight go back to Marvel Earth to chase after Sunset Shimmer, and reunited with old allies to stop the Green Goblin from taking over the multiverse, with magic he stole from Chaos Spirit Discord. They saved the world and Peter returned to Equestria, saying goodbye to his world forever._

 _One Year Later, Mayday Parker-Sparkle, the first child of Peter Parker and Twilight Sparkle is born. Peter and Twilight are married one month later, a grand ceremony to behold._

 _Year Four, Peter Parker is accidentally transported to an alternate future, where Equestria is in ruins due to an invasion of creatures known as Changelings and their Queen, Chrysalis. He teams with a group of rebels, led by a now adult Sweetie Belle, to save Equestria and return home._

 _This would however start another downward path, after failing to protect friends like Trixie, Dinky, Rainbow Dash, Applejack and Pinkie Pie, which culminated in Peter having gotten intimate with Sweetie Belle, thus betraying Twilight's love. Peter would return home, but not without those scars from the future, and something else he wasn't aware of._

 _Year Nine, Peter Parker and Twilight Sparkle's son Ben Parker Sparkle is born. Months later he had met with a female version of himself, a male version of his wife, and a female version of Discord, known as Eris. This would lead to several events, ones that would definitely shape his future._

 _Year Ten, Equestria is attacked by The Sinister Six, with Lord Tirek assisting. Spider-Mane loses badly and is sent to another Earth with his friends, including his wife Twilight, female counterpart Patricia, alternate version of his first love Gwen, a siren that he befriended Sonata Dusk, and his children, Mayday and Ben._

 _With a lot of training, Peter had returned to Equestria to defeat the Sinister Six, with unexpected help from Nightmare Moon, who had reformed into Dream. Thanks to Peter's efforts, Equestria was saved, but with a heavy price as they could not save Princess Celestia, who fell along with Sonata's Siren friends. His wife Twilight had ascended to Co-Ruler of Equestria, with Peter representing order._

 _Year Twenty-Five, Peter and his daughter have become scientists, Twilight had gained more Alicorn power, Queen Umbra came to Equestria, an alliance was formed with Princess Ember and Peter and Twilight had another daughter, Gwen Reilly. In that future, Equestria had it's own set of Avengers, consisting of Peter Parker, Sonata Dusk, Trixie/Mysterio, Mayday, Queen Umbra, Princess Ember and Eris, and had plans to go stop Starlight Glimmer._

 _However, what had happened during those Fifteen Years hadn't been fully explained, but to make sense of that, we must go back in time again._

 _Year Five, a world known as Capcom had come into contact with Marvel, thus the Fighters of Capcom Earth, along with the Heroes of Marvel Earth had come to Equestria. Peter had reunited with Marvel allies, such as Johnny Storm/Human Torch, Logan/Wolverine, Remy Lebeau/Gambit, Bobby Drake/Iceman, Janet Van Dyne/Wasp, and several other heroes. Oh, can't forget Deadpool. They had also ran into rivals from Capcom in Ryu, Chris Redfield, Dante, Chun Li and Nathan Spencer._

 _Together they had to stop a group led by former Umbrella Scientist, Albert Wesker and his second-in-command, the second Son of Sparda, Vergil. Being assisted by others such as Spider-Man villain Shocker, the narcissistic Vega, even Marvel's top villain Dr. Doom, the group attempted to take over Equestria and the two Earths, but were defeated in the end thanks to Spider-Mane and allies._

 _After saving the worlds , Peter's friends had stayed in Equestria for three months, in which they had formed relationships with Twilight's friends, the Parker-Sparkle couple had temporarily adopted a Pegasus Colt named Rumble, another Pegasus named Lightning Dust was being taught the meaning of friendship, Sweetie Belle came from the future to once again experience a loving family, and Capcom had one final battle against Marvel, an event that even attracted those from other worlds, including who many consider one of the greatest heroes in the multiverse, Superman._

 _The Marvel Heroes had to return to their world, saddened that they won't be seeing their friend Peter, or their special ponies anymore._

 _Or so they thought..._

Year Eleven, in the Parker-Sparkle Castle, Peter is seen with his daughter Mayday in their lab, catching up on old work. A lot of their old projects were destroyed along with their old home, while it was upsetting to Mayday to have lost all that stuff, Peter maintained optimism about it.

"We have to hurry with this Mayday, we're going to Canterlot in an hour to see Auntie Luna," Peter said.

"We can't rush perfection daddy, besides if we mess anything up, it might cause some damage to the castle, do you wanna go through that headache again?" Mayday asked.

"Hey to be fair, it was one teeny part, this place is ginormous, why does Twilight care so much if one part gets ruined?" Peter complained.

"You know how mom is, anyway let's just take it slow, this should be done in a moment anyway," Mayday insisted.

Peter shrugged, "All right."

In Canterlot Castle, Princess Luna is strolling through the halls, having awoken from her sleep a half hour before. She knew that Peter would be coming soon, along with his family and the Elements of Harmony.

While walking through the halls, she crossed paths with Sunset Shimmer, who had been making notes for her next class assignment.

"Greetings Sunset Shimmer, are you off to prepare the next magic lesson for your students?" Luna asked.

"Hi Luna, and yeah I've been looking up some new material to teach them, they're fast learners, I'm quite proud of them," Sunset said. "So is Peter coming over later?"

"Yes, he, his family and The Elements will be coming, a good chance for Twilight to relax, she had been very busy this past year," Luna said.

"I should think, to think it's been that long since she ascended to Co-Ruler of Equestria, I know Princess Celestia would be so proud of her," Sunset said.

Luna sighed at the memory of her fallen sister, "Yes, she would. She gave up everything to ensure our future, I'm happy that Twilight is making the most of it."

"She's handling it way better than I could have, I guess maybe I wasn't suited to be Celestia's apprentice after all," Sunset lamented.

Luna shrugged, "I can't say, I wasn't here during that time, but I hope you know that Celestia does value you, that's why you're a teacher in her school, for all we know you might find a student that could succeed even Twilight and nurture their talent, don't count yourself out just yet."

Sunset nodded, "Right, thanks Luna, I'll keep trying, for all of you."

"Good, now you may be off, I don't wanna hold you up," Luna said. Sunset nodded and left, leaving Luna back to her thoughts. Deep down she truly wonders how Equestria can continue without her sister. They've been fine so far, but what if something else happens? Will they be prepared?

With Peter again, he and his friends and family are on the train to Canterlot, with Twilight sitting next to him, holding Ben in her forelegs.

"He's getting so big, to think he's barely two years old," Twilight said.

"Seems like it was just yesterday he was born, wow how fast time goes," Peter said, playfully tickling his son's belly, getting a laugh from the little colt.

Pinkie Pie looked around, "Hey, where's Sonata? Didn't she wanna come?"

Trixie shrugged, "Not sure, she said she's going to see a friend, but which friend though? to my knowledge she didn't have any friends aside from the other Sirens."

"Peter don't you keep tabs on her?" Rainbow asked.

"She's not a little kid Rainbow Dash, she can take care of herself," Peter said. "She told me it's somepony she met awhile back, she wants us to meet them soon though, she just wants to warm them up to the idea."

"Sounds a bit fishy but alright I guess," Rainbow said.

"We trust Sonata, she's a really nice mare, I'm happy she seems to be helping a pony, I trust that she'll be fine," Twilight said.

"Still, aren't you just a teeny bit curious?" Applejack asked.

"She'll tell us when she's ready, let's not worry too much," Peter said. "Let's just sit back and get to Canterlot."

Mayday, however, can barely stay in her seat, feeling excited at seeing her God Aunt again.

"I wish we can see Auntie Luna more, I bet she's so lonely at the Castle," Mayday said.

"She comes by when she can at least, but she still has a lot to do in Equestria after all, Twilight's still learning a lot of what Princess Celestia used to do," Peter reminded.

Mayday frowned a bit, "I still miss her, I wish she were here."

"We all miss her sweetie," Twilight said. "But she also would want us to be happy, besides as long as we truly love her, she's never really gone."

"Your mother's right," Peter said. "I still miss my Uncle Ben, I like to think he's still around in spirit, every time I feel down, I swear I can hear his cheery voice telling me to get back up."

Mayday nodded, "You're right, at least we still have Auntie Luna, and each other."

Ben let out a little giggle, to which Twilight held him closer, "Yeah, even your brother knows that, don't you sweetie?"

"Mama, mama," Ben said, holding his hooves up.

Applejack giggled, "You have such a cute son Twi, both yer kids are so adorable, just like Apple Bloom was when she was a filly."

"How is Apple Bloom doing anyway?" Peter asked.

"She's doing great, she's working more with them potions, finding new ways to help the crops grow much better and more nutritious," Applejack said.

"My darling little Sweetie Belle has gotten pretty far in her music career, she's already selling out concerts," Rarity said. "I have Applejack to thank for that."

"It was nothing, Rara did all the work," Applejack said.

"Yes but you introduced Sweetie Belle to her, and she helped give Sweetie Belle a chance, amazing that you and Coloratura were childhood friends, so popular, but also very humble," Rarity said.

"Yeah, even she's amazed at times, though ah get the feeling she might step down soon, she says she misses the simpler life, ah might let her live at the farm fer a bit," Applejack said.

Rainbow Dash got their attention, "All that is nice, but let's not forget my little apprentice, the first Junior Wonderbolt, my honorary sister Scootaloo."

"How is she doing? I heard some ponies felt she didn't deserve it, that she only got in because of you," Peter said.

Rainbow Dash rolled her eyes, "Puh-lease, she got there on her own, I just helped them recognize her talents. She works just as hard as anypony, she doesn't take anything for free, that's how I taught her after all."

Mayday approached her little brother, "What do you wanna be Ben?" Ben babbled some nonsense, though it got a giggle from his sister. "Sounds good to me."

That got a laugh from the ponies on the train, with Peter and Twilight both cooing at their baby. Peter looked Twilight in the eyes, "I love you Twilight."

"I love you too Peter," Twilight then moved in and met Peter with an affectionate kiss, the love between the two growing stronger. The ponies awed at the romance, Mayday turned away with a playful grin. The ponies enjoyed this moment of happiness, one they might not experience again for a while.

At the Castle area, Luna had approached the statue of her sister, looking at it with sorrow and confusion. "Oh sister, if I had been stronger, maybe you would still be with me. I can't handle this without you, you've always been there when I needed it, and I need you more than ever. I can't run this world alone, even with Twilight's help I am at a loss. Please sister, can't you give me a sign? Anything?"

Luna had stood there, gazing at the statue, almost desperate for a response. Nothing came, causing the Alicorn to look down in sorrow, almost trying to hold tears back. During this she heard some light winds blowing, almost at an abnormality. She felt some confusion, a feeling that continued when she heard some hoofsteps, as if somepony was making their way towards her.

"Who's there?" Luna asked. The hoofsteps got closer, they seemed to be originating from within the castle. "Is that you...sister?"

The hoofsteps continued, getting closer and closer, Luna feeling all types of wonder, excitement and curiosity. She almost believes it could be her sister, though part of her expects it to be Peter.

The sound of hoofsteps continued until she saw a figure at the door. Once that figure came to full sight, all that excitement and curiosity that Luna felt went down in a flash, all that remained was fear and worry. "It's...it's...you!"

At the doorway was one of Capcom's most feared enemies, [url= watch?v=7T1ztPeFupo]Albert Wesker[/url].

"Princess Luna, it's been a while, did you miss me?"

Luna couldn't believe her eyes, "What...what are you doing here? How...how did you even get here? What's going on!?"

Wesker made a mock hurt face, "Princess, is that any way to greet someone after not seeing them for so long? I thought we were friends." The mock hurt face was quickly replaced with a sinister smile.

Luna shook her head, "This can't be real! It must be an illusion! My mind is playing tricks on me! There's no way you've returned."

"I take it you think of me often, don't you princess? I'm quite flattered." Wesker had then suddenly appeared right before Luna, her eyes barely registering his speed. "But I'm afraid that this is no illusion, I have indeed returned, I have returned to get my second chance at that Spider-Hero and his beloved wife."

Luna took a step back, nearing the statue of her sister. "I will not let you bring harm to Peter or Twilight."

Wesker had a scowl on his face, "Huh, of course you would say that, you and your ponies, nothing but a bunch of self-righteous mortals."

"I am no mortal, and neither is Twilight or Peter, unlike you Wesker, we have obtained the means of Eternal Life and Godliness, you are just a poor man who wishes to have a fraction of our power. Now begone!"

Luna fired a blast at Wesker but it was quickly deflected, not by Wesker however. Luna was almost surprised when she saw Wesker's second-in-command Vergil standing there with his sword out. He had used the weapon to knock her attack away.

"Surely you have a better attack than that, I barely used any of my energy to deflect it," Vergil said in a condescending tone. "Though you are weak compared to most of the Godly creatures I've seen."

Luna gritted her teeth, "Of course you would be here, last time you stole the nightmare from within me and transferred it to your boss," Luna then grinned at the swordsman, "Not that it will happen again, the nightmare has been destroyed forever."

Vergil looked a little displeased, "Such a shame, that power was wasted with you, but we won't be needing it, we have other means of power and besides..." Vergil aimed his sword at her, "Maybe we can steal your magic, it should be decent enough, even if it's nothing compared to your sister."

"Speaking of Celestia, I heard that she met her end, is that true?" Wesker asked in a tone of mock concern.

Luna looked surprised, "How do you know that!?"

"Answer the question, is your sister alive or not!?" Vergil asked.

Luna glared, "No...she isn't, shame that you two are though."

"Don't worry, we'll make sure you join your sister really soon," Wesker said.

"We?" Luna said, then noticed more ponies coming.

One pony arrived in a robot battle suit with some yellow robots accompanying her. "Hey you, it's been a while, we're here to take over your Kingdom, and steal your treasures."

"I'm sure you remember Tron Bonne," Wesker said, and pointed to a giant muscular pony. "And our muscle, Balrog."

The pony in question approached Luna with a tough look on his face, "I'm gonna knock you out!" He threw a few air jabs.

Luna looked disgusted, "Ugh, not you again, holding you here at the castle was a pain."

"That's not all, we have two new members, one you might be familiar with, you encountered him on Marvel Earth about 11 years ago, part of that group's Sinister Six," Wesker said.

Suddenly an orange unicorn pony with black hair and beard, wearing a fur coat and armed with some swords appeared. "Princess..."

"Luna, you remember Kraven correct?" Wesker asked.

"I seem to remember Wolverine handling you alone with no problem," Luna said in a snarky tone.

Kraven chuckled, "Cute pony, I'll enjoy hunting you."

Suddenly a pink unicorn with black hair and a spider shaped shirt had arrived, she had one glowing eye and looked like she was ready for a fight. "Is this the pony?"

Wesker nodded, "Princess Luna, meet Juri Han, this lady has given even our world's strongest woman a run for her money."

"Chun Li's not that strong, though she's not bad on the eyes," Juri said with a sly grin.

Luna looked unsure about this one, she seemed to have the same Add to dictionary that Vega had. "So you have your own Sinister Six?"

"Call us that if you'd like, we don't care, but what matters is that you have two choices, tell is where Spider-Man is...or fall to us right now," Wesker said.

"I would prefer option three," Luna said.

Vergil scoffed, "Option three, what's-"

Before Vergil could ask, Luna had zapped him back and charged at Wesker, but he disappeared and reappeared at her side, delivering a strong punch to knock her across the garden. "Foolish mare." He looked to his group, "Let's dispose of her."

The group then rushed at Luna, all attacking at once. Balrog went for a punch, which was blocked by Luna, but it left her open to a kick from Juri to her gut, and then a punch from Tron's Gustaff Robot. Luna quickly rebounded and blasted Tron and Juri back, then blocked a sword attack from Kraven, though she was open to another attack from Wesker, this time kicking her to the wall of the castle.

Tron flew over and punched Luna through the castle, chasing her inside with the others. Luna teleported away from Tron's punch and reappeared at her side to zap her, and then zapped an incoming Kraven, and quickly blocked Vergil's sword strike with her horn.

"You just had to be stubborn, didn't you!?" Vergil shouted.

"Villainous scum, begone!" Luna zapped Vergil away, but got hit with some hard strikes from Wesker. Juri rushed in and delivered strong attacks of her own. Both then punched Luna down the hall while Tron flew after her, bringing out her ray gun to shoot Luna.

Luna dodged the attacks and blasted Tron out of her Gustaff, but again clashed with Vergil. Luna summoned her sword and clashed with Vergil some more, impressing the half-demon.

"So you know a few tricks with your sword huh!?" Luna asked.

"If my sister were alive, she would show you the true power of sword wielding!" Luna said, kicking Vergil away and zapping Wesker as he got too close.

While this happened, Sunset had arrived at the area to see what the commotion was. "Princess Luna!?"

She arrived and saw Luna fending away Wesker and his allies. Sunset was surprised to see Wesker after so long, and felt chills at the sight of Vergil. Of all the Capcom villains, he was her least favorite due to his cold nature, and his demonic aura had reminded her of herself when she had transformed into a demonic beast.

"How are you all here!?" Sunset asked in surprise. She even noticed Kraven among them, "Hey aren't you from Peter's world!?" She noticed Juri, "And who's she!?"

"Eliminate her," Wesker ordered, gesturing to Sunset Shimmer.

"Shimmer, run!" Luna said, creating a huge explosion to shield their sight. "I will hold them off!"

"I can't leave you here!" Sunset said.

"You must go! Peter will be here soon, you must warn him!" Luna blocked a sword strike from Vergil, "Now hurry!"

Sunset nodded and quickly left the castle. The others wanted to follow, but Wesker called out, "Change of plans! Let her reach Spider-Man, that way we can get him too!"

The villains agreed and went back to attacking Luna, who did everything to fend them off, but was losing fast.

Meanwhile Peter and his friends had made it to Canterlot, on route to the Castle.

"Too bad your Aunt May couldn't come either," Applejack said.

"She wanted to, but she has things to do as well, she's been really busy lately," Peter said.

"Is it true that she's dating?" Rainbow asked with a grin.

Peter scrunched his face, "I don't need to know if she's dating or not, let's just hurry over to-" Peter stopped talking when his Spider Sense went off. "Huh? What just happened?"

" _Peter, I fear something is about to happen_ ," Dream said within his thoughts.

"Dream? Huh?" Peter then noticed Sunset Shimmer approaching from a distance, he could tell she was worried about something. "Sunset? What's wrong?"

"Peter, to the castle, quickly!" Sunset said and led the ponies to the castle with no time wasted, with Peter getting a head start.

Even elsewhere, Eris was seen making her way towards Canterlot, "I feel some chaos brewing nearby, whatever it is, it feels like evil energy, I hope Luna's ok."

Back in the castle, Luna is hurt badly. She has cuts and bruises everywhere, having withstood kicks from Juri, punches from Balrog, strikes from Wesker, even Tron's robot attacks. She can barely stand on her own power, having to use the wall to lean up but Wesker is approaching her, ready to continue some damage.

"This could have been avoided if you told me where Spider-Man was sooner, but I was a fool to think you ponies would be smart enough to abandon your ideals on friendship. It's a waste of time, as you can plainly see."

"Go rot away you waste of life," Luna said with a lot of spite.

"Even more foolishness," Wesker then ran in to punch Luna through the walls of the castle, landing hard on the streets.

Peter noticed Luna falling and rushed to her, "Luna!" Peter approached her and scanned over her injuries, "Oh no, Luna!"

Luna coughed a bit and looked up to see Peter. She managed to smile weakly at the sight of her closest friend, "Peter, I'm glad you could make it."

"Luna what happened! Who did this to you!?" Peter asked.

"I did," Peter heard. As he looked up his pupil shrank at the sight Wesker, who was standing there with a serious scowl.

"Oh no..."

Wesker then appeared in front of Peter almost instantly. To others, it was like teleportation, but Peter was able to track his movements from the first step, not taking his eyes of the whole time, just watching as Wesker approached, the two standing face to face, not taking their eyes off each other.

"Finally, we meet again Peter," Wesker said coldly.

Peter glared, "Albert Wesker...how did you even get here?"

"I had my ways, it doesn't matter though, what matters is that I'm about to do what I've waited six long years for, my chance at revenge against you," Wesker said with a cold harshness in his voice.

"Six years huh? I don't know if that's good patience or a sigh of a guy with nothing better to do in his life," Peter said with a coy smirk.

"Cute, always with your jokes, til the very end. I offered you a chance to join me, I could have trained you, taken you under my wing and made you something, and you repay me with insolence, do you know how absolutely humiliating it was to be defeated by how much you and that irritating wife of yours love each other!?" Wesker shouted, getting in Peter's face. "I offer you something grand, you pay me back with disrespect, you can't imagine how much I despise you Spider-Man, you are a close second to Chris Redfield in that department."

"Close second? I guess I have some catching up to do then," Peter said with a grin.

Before anything could happen, Peter's Spider Sense went off again, causing him to dodge out of the way of some light swords. He looked to see Vergil make his way over, along with the rest of Wesker's team.

"Time to end this Spider-Man," Vergil said, whipping his sword out.

Peter scanned the group, "Ok I recognize Vergil, Tron Bonne and Balrog, as for the other two...one of them looks really familiar, but I can't place my hoof on it."

"Have you forgotten me already Spider-Man? It has been Eleven Years after all," Kraven said.

Peter looked surprised, "I recognize that voice...Kraven? Is that you!?"

"Finally, I can hunt you again, you have always been a worthy opponent Spider-Man," Kraven said.

Peter looked around, "Who are you!?"

Before she could answer, she noticed the other ponies make their way over. "Looks like your pretty ponies are here."

Peter turned to see his friends and family arrive, all surprised at the sight of the villains.

"Albert Wesker!?" Twilight said.

"Vergil!?" Fluttershy said.

"That weird gal with the robots!?" Applejack said.

"My name is Tron! Tron Bonne!" Tron angrily shouted.

Peter looked to Twilight, "Where are our children!?"

"I told Mayday to take Ben and go to my parents' house, I didn't want to bring them here," Twilight said.

"Aw, that's a shame, sounds like you had another child Peter, congratulations. Too bad they're about to grow up without their parents, unless I'm generous and send let them join you later," Wesker said.

Peter grabbed Wesker by his coat, "Rule number one, don't mess with my family, I will break you in half!"

Wesker yanked himself away from Peter, "Damn kids, no respect for their superiors these days."

"I'm thirty years old! Who are you calling a kid!?" Peter asked.

"To me Peter, everyone's a child, you are mortals and I am a God," Wesker said.

"Wow you're deluded," Peter said. "Anyway who's that girl with you!?"

Luna coughed a bit, "Her name is Juri Han, apparently she rivals Chun Li."

Peter glared at the group, "As if one Sinister Six wasn't enough, though I doubt I'd get any of you on our side, what a waste, especially someone like Tron Bonne."

Wesker crossed his forelegs, "It really doesn't matter, you're not gonna live much longer anyway..."

Peter got into a stance with his friends also ready for a fight. Wesker scanned them quickly, knowing that out of all of them, Twilight would probably be the most trouble, luckily he had just about everything planned out.

Wesker stepped forward, looking as if he's about to do battle, but before anything could happen, Tron sent a wave of explosions at the group, causing them to stumble back.

[url= watch?v=YnBdJk4B47k]Peter leapt a huge distance, but the first thing he saw was Vergil rushing at him[/url], sword out and ready to attack. Peter got into a fighting stance, ready for Vergil's sword, but to his surprise, Vergil stopped and allowed Wesker to pass him quickly, so now Wesker was charging at Peter, ready to attack.

Wesker delivered a punch, which Peter narrowly dodged, but he was left open for Vergil to attack with his sword. The fight nearly ended as quickly as it started for Peter, but luckily Twilight was there to block the sword with her magic, then used it to disarm Vergil and blasted him back.

Wesker went to attack Twilight, but Peter blocked his punch towards her and then delivered several quick punches to his gut and kicked him under his chin, knocking the former scientist back.

Vergil came back to attack Twilight, but she blocked with a force field and delivered a punch of her own to Vergil's gut and one to his jaw and blasted him back again.

Twilight's friends went to go help, but they were each blocked by a member of Wesker's team. Tron went to punch them with her Gustaff, causing them to scatter away, but Rainbow came back and kicked the machine back a little, then went to attack Tron. Juri ran in to kick Applejack, knocking the farmer pony away. Balrog tried to punch Rarity, but she side-stepped and started displaying her martial arts techniques with well placed punches and kicks.

"That was no way to treat a lady you ruffian!" Rarity said, delivering a hard kick to his chin.

Kraven approached the other mares, but Sunset stood in his path, "Don't even try."

Kraven went to attack but she blocked with her magic and zapped him away, then proceeded to attack him.

Trixie turned to Fluttershy and Pinkie Pie, "We have to find a way to help them!"

"But how? Neither me or Pinkie were hardly any help against The Sinister Six, and Wesker's team looks just as strong as them," Fluttershy said.

"We have to do something! Luna's hurt, Rarity and Applejack aren't exactly battle trained, Rainbow Dash might not last long against that robot, and with Peter preoccupied by Wesker and Twilight with Vergil none of us are gonna last long!" Trixie said.

The fights continued on, Applejack had started taking many kicks from Juri, even getting kicked into a street light. Rarity rushed to help her, but received a punch from Balrog, knocking her into Juri and received high powered kicks of her own.

"Too bad we have to hurt these pretty ponies," Juri said.

"It's kinda fun though," Balrog admitted.

The two stood up, ready to keep fighting.

"We ain't done yet," Applejack said.

Nearby, Rainbow Dash was flying around Tron, avoiding her blasts, infuriating the scientist.

"Stupid ponies, I never understood their appeal," Tron said, flying up to attack Rainbow Dash, shooting some fire at her, Rainbow Dash narrowly dodging.

"This chick means business," Rainbow said, going to attack again.

Peter and Twilight continued to battle against Wesker and Vergil, Peter and Wesker exchanging punches and blocks.

"You're skills have improved Spider-Man, have you been training?" Wesker asked.

"You bet, my martial arts combined with my spider sense, I can see you coming almost anywhere," Peter said.

Wesker attempted to sweep his legs, but Peter jumped over and kicked the side of Wesker's head, impressing him in the process. "Well done Spider-Man, such a shame you waste your potential, oh well, it doesn't matter now does it?"

Peter got back into a stance, grinning at Wesker. "I also learned a new trick, watch." Suddenly Peter's eyes turned blue, gaining Wesker's interest.

"What is trickery is this?" Wesker asked in disbelief. Last he checked, Peter can't do magic.

Peter grinned and spoke in a combination of his voice and dream's, "Witness our power!" Peter's horn glowed and charged a giant ball of energy. Wesker was too amazed to react, and by the time he realized it, Peter had hit him with the ball of energy, knocking him yards back.

Peter powered down, his eyes returning to normal. "Not bad huh?" Peter approached Wesker, "I've only gotten stronger since last time Wesker, and compared to a giant Magic Absorbing Centaur, you're pretty much nothing."

Wesker laid against the side of a bench, looking to be in some pain, his eyes shut, trying to register what had happened. He noticed a shadow cast over him and looked up to see Peter and his grin.

"Now I'm gonna be nice and allow you to call off your allies, then we can settle things peacefully. Of course I won't let you go free, can't allow you to potentially endanger anyone else, so either end this peacefully or take more damage from me," Peter said confidently.

Wesker would be angered, in fact he should be, this arrogant spider had dared to disrespect him. Wesker could use the rest of his power, but he wasn't sure if it would work...yet. But for now, he would cease the fight, besides it's time for him to fully unveil his plan.

"Fine Peter, you win. I will withdraw from fighting you," Wesker said.

Peter looked surprised, "Wow really? I didn't expect you to actually give up...huh, I guess you have common sense after all."

"I said I'm withdrawing from the fight, I never said anything about surrendering," Wesker said with a grin.

Peter scratched his head, "What are you talking abo-" Suddenly a new yet familiar face arrived, crashing down onto the bench, shattering it completely and standing behind a confidently grinning Wesker. Peter looked to be in absolute shock at who he just saw. "What, did, you, DO!?"

Wesker stood up, dusting himself off a bit. "I thought I'd bring another ally, I'm sure he missed you," Wesker then turned to the ally in question. "Isn't that right Ultron?"

Ultron stood above Peter, still in his humanoid form, glaring down at the Spider-Unicorn. "It's been a while Spider-Man."

Peter backed up a little, "How!? How did you get Ultron on your side!?"

"We have similar goals," Wesker said, standing up. "Ultron, I leave the rest to you. Do what you will."

"Gladly," Ultron said and punched Peter hard, knocking the hero across Canterlot. All the ponies in their homes watching the fight began to cower in fear, many even retreating away.

Twilight noticed Peter getting knocked away, then saw Ultron approach him menacingly. "What in the world!?"

As Peter stood up, Ultron grabbed him and started punching him around, getting him in the jaw, stomach, chin, side and then kicked him across Canterlot.

"Get away from my husband!" Twilight flew at Ultron to attack, but he grabbed her by her head and slammed her face first into the ground. He then picked her up by her mane and started punching her at all parts of her body, ending it with a kick.

The other ponies noticed Ultron and one by one, he went to attack them. He went to Rainbow Dash and punched her hard in the stomach, then elbowed her down to the ground, and then landed a knee hard on her back, a loud crack being heard.

He then rushed over and punched Applejack, picking her up and kneeing her hard in the gut and back handing her away. Rarity he kicked in the head and punched down on her sides, then kicked her aside. Sunset Shimmer had taken several quick punches all around her body, leaving her with bruises.

Trixie bravely blasted his head, but that just infuriated the robot, causing him to kick her away, then flying in with a strong punched to her jaw and an elbow to her head. He saw Fluttershy and Pinkie Pie, neither safe either as he kicked the both of them hard, and attacked them with swift and strong punches.

The villains watched as Ultron continued to go after each pony, taking out Peter, Twilight, all their friends and knocking them near Luna.

"Alright Ultron, that's enough, it's time to end this," Wesker said.

Ultron nodded, "I agree, let's finish them."

Ultron stood near his allies, charging up a strong blast, prepared to wipe them out. As he charged, the villains noticed a small filly approaching and trying to wake up Peter.

"Daddy! Get up! You're in danger!" Mayday shouted.

"Whoa, there's a kid there," Juri said.

Wesker looked curiously at Mayday but shrugged it off, "She might be a problem later, best to take care of it while we can."

"Besides, she'll be exterminated anyway, along with every other creature, for our new world," Vergil said.

"Indeed, plus we don't want to give her the burden of dealing with her father's demise, best to end this while we can," Ultron said with a sinister chuckle.

Juri shrugged it off, while this wasn't ideal for her, she doesn't care too much to really do much about it.

Mayday continued to nudge Peter, hoping to get him up, not caring too much at the giant energy balled aimed at them, either too worried for her father or too confident in a slim chance in survival should she get him up.

"Daddy, please, get up," Mayday said, starting to feel a panic coming on as Ultron continued to charge. Just his glowing smile was enough to freak her out. "Come on daddy!"

"Better hurry little girl, not much time left," Wesker taunted as Ultron continued to charge.

Mayday's eyes widened and continuously nudged Peter, "Please get daddy! I don't want to lose you! I can't handle the thought of that again! Please!" She felt some tears come to her eyes. "I can't lose you like we lost Celestia!"

"It's over," Ultron said and fired the energy ball. But before it approached them, a creature had quickly flown over and grabbed them.

"What's that!?" Wesker asked as the creature, who looked to be female, grabbed them and quickly teleported them all away right before the blast hit.

"Damn, they escaped!" Vergil complained.

"But who or what was that?" Juri asked.

Vergil tapped his chin, "It looked like that strange creature from Tartarus six years ago, Discord was his name...but whoever this creature is, was a female..."

Wesker groaned, "Probably Eris, be on your guard, we can't make the same mistake Tirek made."

The others nodded and scattered out. Ultron turned to Wesker, "What of this world?"

"We'll start our plans soon, as promised you'll get your world of superior lifeforms, I have my own goals," Wesker replied. Ultron nodded and flew off, leaving Wesker to his thoughts. "Where'd you go this time Peter?"

Elsewhere, the ponies that were rescued landed on the roof of a building. All of them were hurt and unconscious, except Mayday, who looked a little dizzy and confused. She looked over and noticed a friend.

"Eris?"

Eris was panting, looking a bit exhausted, "That was close..." She collapsed a little, causing Mayday to rush over.

"Eris, what's going on?"

"No way..." Mayday heard. She turned around and noticed there was someone nearby. Not a pony, but a human, with a fiery yellow spikey hairstyle . The human cautiously approached and knelt before Peter, the look awe etched on his face. "Peter, is that you?"

Mayday looked curiously at the human, "You know my daddy?"

The person in question looked to Mayday, "I thought I recognized you Mayday, you've grown quite a bit."

Mayday looked concerned, "Do I know you?"

The person looked hurt, not really, more like pretending, "Don't you remember one of your favorite superheroes?" He snapped his fingers and fire appeared in his hand like nothing.

Mayday's eyes widened at the realization, "You're...you're Johnny Storm, aren't you?"

Johnny nodded and ruffled her mane, "Good to see you, though it looks like you have a lot of explaining to do."

Mayday nodded, "Boy do I."

* * *

 **The villains have returned to Equestria, but the new heroes shall come to save the day.**


	2. Return to the Marvel World

Peter was waking up from his sleep, his body ached and everything hurt. "Man, what hit me?" He rubbed his sides and realized two things. One he had what looked like pajamas on, but why? The second thing he realized was that he wasn't a pony, he was human. "Huh? What's going on? Why am I human again? And why am I in a bed?" Peter groaned. "Really starting to get tired of waking up in a place I don't remember being at last time, half the time I'm in a different form than I was previously, I mean is a little consistency too much to ask for!?"

"Peter?" He heard. He turned to see a very familiar face.

"Dr. Richards!?"

Standing at the doorway to his room was the leader of the Fantastic Four, Dr. Reed Richards or better known as Mr. Fantastic. "I'm glad to see you're alright, when Johnny brought you and your friends from the roof and we saw how badly you were hurt, we began to worry."

"Hey you know me, I can take a lot but...wait hold up, how did I get onto the roof of your building!?" Peter asked.

"I don't know myself, Johnny happened to be on the roof, enjoying some time to himself when he saw you and your friends arrive through some random portal," Reed said.

Peter rubbed his head, still feeling the effects of battle, "Man my life is all kinds of weird I swear."

Reed nodded, "Sounds like it, but what happened to you? You had so many cuts, a lot of bruises, it took quite a while for us to calm down your daughter, I mean what could have-"

"Daughter!?" Peter said with confusion. "My daughter's here!?"

"Yes, she came with you and your friends, along with some strange snake-like creature," Reed said.

"Eris...wait where's Mayday!?" Peter asked.

"She's in the lab with Johnny, now would you mind explaining what exactly happened?" Reed asked.

Peter started standing up, "In a moment, take me to my daughter please."

Reed nodded, "This way."

In the lab area, Mayday, who was in her human form, wearing a yellow starry shirt and a green skirt, is marveling at all the technology and other science material. "Wow, this stuff looks so amazing!" She picked up just about everything, "Fine pieces of work, unlimited possibilities, oh I just love this place, I love it so much!"

Johnny watched her reactions, chuckling a bit at her enthusiasm, "Easy Mayday, don't fall in love too fast, you just met after all."

"It's called love at first sight, and I'm in love for sure," Mayday admitted, with stars in her eyes. "My daddy has a nice lab, but not all the resources you have here, you're so lucky you live here."

"I guess, not that into science, I'm more into awesome," Johnny said with a grin.

Mayday shook her head, "If you were into awesome, you'd love this stuff too Mr. Storm."

"You can call me 'Johnny', or Uncle Johnny like you used to when you were little," Johnny said.

Mayday shrugged, "Alright, Uncle Johnny, you did treat daddy like a brother."

"Yeah, your mom was even like a sister, a pain but the love was there," Johnny said.

A moment later, Peter had arrived in the lab, joined by Reed. "Mayday!?"

Johnny noticed Peter, his eyes starting to water a bit as a big smile came to his face "Bro you're awake!" Johnny rushed over over to Peter and pulled him into a hug, surprising the hero. "Dude it's been years, I thought I wouldn't get to see you again!"

Peter slowly and curiously returned the hug, "Uh, thanks, it's nice to see you too Johnny."

Reed felt this was nice, but a little awkward. "I'll go check on the girls." With that, Reed quickly left, leaving the bromance to come around again.

Johnny pulled away, his smile never leaving his face, "How have you been bro!? What have you been up to the last six years!?"

"A lot," Peter lamented, then felt a hug from his daughter.

"You're ok, I got so worried about you!"

Peter returned the hug, "I'm fine May, but how did you get here though? Did Eris bring you as well?"

Mayday got a little nervous, she forgot that she rushed into a dangerous area. "Yeah, she did."

"That was nice of her, but what about Ben? Did she bring him too?" Peter asked.

Mayday got nervous again, taking a chance she told him the truth. "No, just me."

Peter felt curious, "That's odd, last time she brought Ben as well, but last time she expected us to be away for three months so maybe it won't be as long this time? Still why just you though?"

"Because she was next to you when I teleported you," they heard from the doorway. Everyone turned to see Eris, in her human form and in the same clothes she wore the last time she was in a human world. "Good to see you awake handsome."

"Eris? So you are here," Peter said, then realized what she said and started feeling angry. "Wait, what do you mean she was there!?"

Mayday realized she was in trouble and quickly ran to hide behind Johnny, "Keep me safe."

Johnny looked confused, then noticed an angry Peter glaring at his daughter. "What did she mean!?"

Mayday twiddled her fingers, "Um...well...you see daddy..."

Peter crossed his arms, "Mayday Gwendolyn Parker-Sparkle, answer my question."

Johnny cringed, "Damn, he just full-named you May, better answer him, he has that same look my sister has when she gets angry."

"Johnny, hold your comments a moment please," Peter said, then glared at Mayday. "Well?"

Mayday gulped, trying hard not to look at her angry dad, "I kinda left Grandma and Grandpa's house to go check up on you, then I saw those ponies beating you up, and I saw that robot charging that attack so I rushed over to wake you up, then Ms. Eris came and teleported us away."

Peter continued to glare at his daughter, making her feel even more nervous. Feeling sorry for her, Johnny decided to speak up. "You can't blame her for worrying Pete, she's your daughter, by instinct she wants to make sure you're safe. It just means she loves you, I'm sure you'd do the same for her."

"Johnny, don't even try to excuse what she did, I know she's worried but that doesn't excuse what she did! This is the third or fourth time she's done something this stupid, I don't want her getting hurt! Not even for me! I'd rather have died than her getting hurt!" Peter shouted.

Mayday started to tear up a bit, "Don't say that, I don't like the idea of losing you daddy, I just got scared and desperate to help, please don't be mad..." Mayday started sobbing a little, and it wasn't an act to get out of trouble, it was genuine tears and emotion.

Johnny pitied her some more and turned to hug her, rubbing her head. He looked over to Peter with his own sad eyes, "Sounds like she did something stupid, but in a way, she takes after you in that regard, try not to be too mad at her."

Peter groaned and approached the two. Johnny broke his hug and gestured Mayday towards Peter, the young girl looking up at her father with worry, knowing she may have really disappointed him.

"Mayday, I know you get worried, and maybe it's my fault for throwing myself into danger, but that doesn't mean I want you doing the same thing. I know you don't want to lose me, and I promise I'll do everything to always come back home to you, but I don't want you risking your life for me. It's my job to protect you, not the other way around." Mayday nodded and pressed her face against Peter's stomach, the hero gently hugging her. "I'm sorry for getting angry, I just don't want you getting hurt."

Mayday nodded, "Ok daddy."

Peter bent down to kiss his daughter's forehead, "Atta girl, now let's wait for mommy to wake up, we have a lot to explain to the others."

"Also Peter, for what it's worth, I called over Remy, Bobby and Logan, I figured they would wanna see the other girls," Johnny said.

"Huh, it's been awhile since I've seen them as well, I'm sure the girls will be happy once they wake up," Peter said.

"Hopefully they wake up soon, I have a lot of questions, like who that chick is," Johnny said, gesturing to Eris.

"You'll find out soon enough," Eris said with a grin.

Johnny shook his head, then had another question. "Hey, Peter, about Rainbow Dash...is she, you know, still available? Like is she-"

"If you wanna know if she's married then no, she isn't, she's still single," Peter said.

Johnny's eyes widened, "Dude really!? She's still single! Holy crap this is awesome!"

"You didn't get married either? Then again I guess I'm not too surprised," Peter said.

"I never could move on after Rainbow Dash, I always had hope I could be with her again someday, though as the years went by I started to lose that hope," Johnny said.

"Well you're in luck, she's still single, in fact all the girls are still single, none of them are married," Peter said.

Johnny's grin widened, "Dude, do you have _any_ idea how happy that's gonna make Remy, Bobby and Logan!?"

Peter looked even more curious, "They never got married either!? They're not even in relationships!?"

"Remy considered going back to Rogue, but she didn't wanna be a rebound, plus it didn't seem right to Remy, Bobby tried dating other girls, he just can't get his mind off Rarity, and Logan...well do you need an explanation about him?" Johnny asked.

Peter shrugged, "I guess not, but the fact that everyone's still single is too...I don't know, unusual."

"Hey once you loved like we did, it's hard to love another. Every girl I've met since that day seemed second to Rainbow Dash, now I have a second chance," Johnny said.

They heard Reed get their attention, and turned to see that he stretched into the room. "Your wife and friends are waking up."

"Thanks Dr. Richards," Peter said, then turned to Johnny. "You're about to get answers."

Eris grinned at Mayday, "How's your mom gonna react to this though?"

Mayday's pupils shrank, "Oh crap, I forgot about her."

Johnny placed his hand on her shoulder, "Kid, I know how you feel, sometimes it's better to just deal with it and get it over with."

Peter nodded, "I'll see if I can smooth talk Twilight." Peter made his way over with Eris and Reed.

Mayday looked to Johnny with pleading eyes, "Think you can help me like you did with daddy?"

Johnny shrugged, "It was easier with your dad, he's a sap. Your mom however, no promises." Mayday frowned and looked to the living room with worry. Johnny then placed his hand on her shoulder, "Given everything though, I'm sure she'll be just as happy to see you safe."

Mayday nodded and walked with Johnny.

Back in Equestria, Wesker was waiting in the throne room of Canterlot Castle, the place nearly empty after Wesker and his allies had dealt with the guards. He felt great irritation at the fact that Peter and his allies had escaped.

"Where did that damn spider go? Somehow I doubt he's even still in this world, especially considering the fact that he has allies that can enter and leave dimensions as they please, him and his...resources."

A moment later, he heard a familiar female voice. "Sounds like you're having a bit of trouble."

Wesker turned to see an associate of his, "Starlight Glimmer, such a pleasure to see you."

Starlight Glimmer stood near the doorway with a confident grin on her face. "Same to you Albert." She approached Wesker, maintaining that confident look in her eyes. "Looks like you've been busy, did you already do battle against Spider-Mane?"

"I would call that a good guess, but somehow I believe you had a nice little view of the action," Wesker said with a coy grin on his face.

"Good guess, I couldn't resist. When you told me you were coming to this world, I wanted to see up close what you could do," Starlight said, batting her eyes at him. "Let's just say I was really impressed with what I saw."

Wesker grinned, "Ms. Glimmer, are you perchance flirting with me? This is suppose to be a professional relationship."

"Sorry, I can't help it," Starlight said, rubbing his chin. "You're quite handsome."

"I'll confess, you're easy on the eyes yourself, but enough of this, have you found what I asked of you?" Wesker asked.

Starlight handed over the Alicorn Amulet, "Here, I should warn you it works better with magic, and since you're an Earth Pony, I can't promise it will work well on you."

Wesker shrugged it off, "It's fine, I can give it to Vergil, he may be an Earth Pony as well, but he already possesses his own magic, this will definitely amplify it. Now what of the book?"

Starlight gave Wesker a large book, "This is some of Starswirl's most covered topics, but if I may ask, how can you use them? From what I gather you're more science than magic."

"Magic is a type of science in a way, besides I have my goals, I need to learn the potential my teammates can reach," Wesker said.

"Speaking of which, did you get what I wanted?" Starlight asked.

Wesker had given her a book, "According to Vergil, this should contain several different spells you can use for your goals, including ways to make your presence unknown, you can stay out of sight much easier. I'll have my teammates secure a place for you to hide in until you're ready for your plan. Though if I may ask, what do you intend to do?"

"Wouldn't you like to know?" Starlight teased. "Anyway let's just say I have something big in mind, something that will shape the lives of Peter and Twilight. They ruined my perfect village with their...self-righteous ways, I mean what concern is it of theres if I run a village without Cutie Marks, maybe I should just make them all the same, make everyone the same, the perfect village where I can finally have the perfect ponies to rely on, ponies who won't leave me for anything "

Wesker looked a little curious at Starlight's tone towards the end, even moreso when he noticed an angered look on her face, but didn't press the issue, he didn't care all that much anyway. "Well you have your goals, and I have mine. I must say they do sound almost similar, we both want the perfect world, I believe in a world of only the strong surviving, Vergil wants a world of superior beings, Ultron wants something similar, and you want your unified village of equals."

Starlight nodded, "Yes, but my plans require more time. My initial hope was using Spider-Mane's daughter as my apprentice, just to have a small edge over him. Unfortunately I doubt she'll listen to me, so my next goal is to wait til his son is old enough, unfortunately he's only two, but patience is a virtue after all."

"I believe that very well, have fun with your goals, I'll try to leave a few ponies for your village, who knows, maybe we can work together more in the future," Wesker said.

"Oh I'd like that," Starlight said, getting close to Wesker, both grinning at each other, curious to certain desires. But before anything, Juri had entered the room, a little weirded out.

"Wow, between that Ada Wong girl, and then that Excella chick, now this mare, you're quite the catch aren't you Albert?" Juri said.

"I've asked you not to casually refer to me as that, but I know how stubborn you can be so I'll let that slide," Wesker said.

"Still, you really trust this chick? She looks out of it," Juri said.

Starlight scrunched her face, "You're one to talk."

Wesker shook his head, "Now, now, Juri, be nice, after all without her help, we would have had a harder time getting back into this world. Plus the info she's been giving us since her time in The Sinister Six has been really helpful, she shared quite a few interesting secrets about both Spider-Man's team, as well as her own, all of which could be very useful. Soon I'll finish what Tirek and Goblin have started."

Suddenly a window area was destroyed. Wesker and the others quickly turned their attention to an intruder, a blue pony in a black suit, electricity flying everywhere.

"I knew it, you WERE disloyal to us!"

Starlight groaned, "Electro, you're still alive?"

Electro stood there angrily, his electicity flying off everywhere. "You betrayed us Glimmer! You've been leaking our secrets from the start! To Wesker of all people!"

Wesker casually waved, "It's been a while, haven't seen you since we were all in Tartarus a few years back."

Electro charged his power, "Save it, I'm taking you down myself, all three of you, then I'm going after your allies. I don't care if you got Ultron on your side, with my powers I can handle that overgrown accessory!"

"Good luck with that," Wesker said in his condescending tone.

Electro growled and fired electricity at the trio, though Starlight put up a shield to protect them. Afterwards Juri rushed in and kicked Electro hard in the face.

Electro shook it off and glared at the mare that attacked him, "I'll get you for that!" He went to shoot some electricity, but Juri dodged to the side and rushed in with some spinning kicks, getting him hard in the face and the sides and then finishing with a knee to his face.

Electro was dazed but he wouldn't stand down, with one final attempt, he ran over with an electric punch for the mare, but suddenly felt something hit him in his stomach. He looked down and saw that Wesker had punched him in the gut, he didn't even see the guy move and there he was, his hoof actually penetrating into him.

Electro couldn't move, he felt paralyzed, his electricity faded, his vision blurred, then felt Wesker pull his hoof out, leaving him standing and holding his stomach in pain.

"That was foolish, very foolish," Wesker said.

As Electro staggered back, Starlight then blasted him out of the castle into the distance. Feeling satisfied she turned to Wesker, talking as if nothing had happened. "So, I'll see you soon?"

Wesker nodded, "Perhaps."

Starlight left while Juri and Wesker remained, the two a little curious about the mare.

"Can you trust her?" Juri asked.

"Probably not, but then again, I'm sure she feels the same way, she would have to be foolish not to," Wesker said.

Juri said, "Eh, not really my problem, as long as she stays out of our way."

Meanwhile Starlight herself is making her way out the castle, grinning to herself. "One step closer, who knows, maybe Spider-Mane and Wesker's group will take each other out, making it much easier for me to truly have my world just the way I want it. Shame, Wesker's pretty handsome, but he's also in my way." On the way out, she passed by Vergil, the two glaring slightly at each other. They continued on, but had certain thoughts about each other.

"Manipulative wench," Vergil muttered.

"Mama's boy," Starlight muttered.

The two hadn't heard each other, but some animosity still existed.

Back on Earth, the rest of the Elements had woken up, along with Trixie, Shimmer and Luna. Eris had used the little bit of magic she had left to give them all proper clothing, with the Mane Six, Sunset Shimmer and Trixie wearing clothing similar to their counterparts from Canterlot High, Peter wearing his usual shirt, jacket and jeans like he always wore, and Luna wearing her usual Earth clothes. As expected, Twilight was displeased when she saw that Mayday had snuck out to the fight.

"Mayday, how many times have we asked that you NOT put yourself in danger like that!" Twilight said.

"Sorry mom, I just couldn't help it, I got worried," Mayday said.

"I understand that, but you still shouldn't be doing stuff like that, it's dangerous! Your father and I don't want you getting hurt!" Twilight said.

Mayday clutched close to Johnny, wanting to feel a bit safe. Johnny chuckled, as did Rainbow Dash, who was sitting very closely next to him. Johnny rubbed Mayday's back to help her feel safe, "Sounds like she's quite the adventurer, even if what she's doing is frustrating it's cute to know she loves you that much."

Peter nodded, "Yeah, it Mayday's situation I would have done the same thing I guess. I'm pretty sure she gets this reckless attitude from me."

"Think of her love for you as, a blessing and a curse," Johnny said.

Twilight groaned, "I know she loves us, but still...this is a little tough, I can't be mad at her for worrying, I'd rather her worry than be dead though."

"It's not easy being a mother, I would know," Susan said. "You're lucky your daughter loves you so much."

"Same, you two are great parents, and you have a daughter that loves you, even to a fault," Reed said.

Twilight looked to Mayday, "We'll still need to talk about this later, for now we have other things to worry about."

"Yeah, what's going on? How did you get here?" Reed asked.

"Also, who's Ben?" Johnny asked. "Peter mentioned a Ben."

Twilight looked very worried and freaked out, "Oh no, Ben! He's still in Equestria! He's probably in danger, he-" She looked to Eris, "Bring him here!"

Eris looked surprised, "Huh?"

"I know you can bring him to me, you did so before, bring me my baby!" Twilight demanded.

"I can't, I don't have enough magic left right now, I used a good chunk of it getting you straight to this world, and considering how hard it is getting here I'm lucky to even be awake right now," Eris said.

Twilight glared angrily, "Don't give me that crap! Bring me my son right now!" Twilight stood up to grab her by the shirt, "Give, me, my, SON!"

Twilight's friends pulled her away from Eris, each trying to calm her down.

"Twi, ah know yer worried about yer son, but there ain't much Eris can do right now," Applejack said.

"Give her time to recover her magic, then she can bring your son back," Rarity insisted.

Twilight huffed and sat down, "Fine, but I swear if those guys so much as touch him, what happened to Tirek will be a sprained hoof compared to what I do to them."

Johnny looked a little confused, "Wait, you and Peter had another baby?"

"Yeah, they had a son named Ben, he was born two years ago," Rainbow Dash said.

Johnny smiled, "That's cute, and you named him after Ben, I'm sure he'll appreciate that."

Peter raised his eyebrow, "Um, he's named after my Uncle Ben, not the Ben here."

Johnny felt a bit stupid after that, forgetting Peter's uncle for a moment. "Oh, yeah, that makes more sense, sorry."

Pinkie looked around, "Wait, where is this Ben?"

"He went somewhere with Franklin," Johnny said.

"Oh, did Mayday get to meet Franklin?" Peter asked.

Johnny had confident grin, "He sure did, should have seen it bro."

Peter looked confused, "Seen what? What happened?"

Mayday shrugged, "Nothing really, I said 'hi', then he just stood there like he was nervous or something. After he said his name he started looking at me all shy, that's the second time that's happened, first was with Pound Cake."

Johnny chuckled a bit, "It was cute Pete, you and Twilight would have loved it."

Peter scratched his head really confused, "If you say so Johnny."

Twilight however had an idea, it sounded cute to her, but she wants to know what this boy looks like.

Suddenly a voice was heard on an intercom, "Yo Stretch, me and Franklin are back, and some guests are here."

"Bring them up!" Reed said, pressing the buzzer from his seat with his stretched finger. "Ben's back, afterwards you girls and Peter can explain a few things."

Moments later, Ben had arrived, with Franklin walking by his side. Franklin looked around at all the extra guests, "Who are all they?" He noticed Mayday on the couch, then started to blush a bit. "H-hi Mayday..."

Mayday just waved, "Hi?"

Peter and Twilight both took note of the blush on his face, then both had an idea of what was going on and both had different conclusions.

Twilight seemed quite happy, the boy looked pretty handsome and being the son of Mr. Fantastic, a fellow scientist like her husband and what her daughter wants to be, sees the cuteness of this.

Peter, however, didn't see the cuteness at all, he started to wonder if the kid might have had powers. The last thing he wants is his daughter marrying someone with superpowers, he's got enough weirdness in his family.

Franklin walked over to his parents, taking a seat near them as three others arrived.

"Wow...been awhile."

Fluttershy's face lit up, "I know that voice..."

Entering the building were Remy, Bobby and Logan, all three staring in surprise at the sight of the now human mares.

The three X-Men walked further into the Apartment area, staring in surprise at them, the idea they can once again see the mares they haven't seen in six years.

"Fluttershy...?" Logan said, looking at the once very shy mare.

"Logan..." Fluttershy replied, looking into the eyes of the usually aggressive hero.

"Applejack?" Remy said, in full surprise of seeing who he affectionately calls, 'The Apple of His Eye'.

"Remy?" Applejack said, looking in surprise at the card playing mutant.

"Rarity?" Bobby said, looking towards the mare known for her Generosity, the Element she rightfully represents.

"Bobby?" Rarity said, looking to the literally cool guy before her.

Within moments, the three mares rushed to the 3 X-Men, tears in their eyes, each feeling so happy to see the men they love. The men in return hugged their mares, Bobby the only one returning the tears in full, with Remy barely holding them back and even Logan looking a bit emotional.

"I thought I would never see you again!" Rarity said.

"Same here, it's been rough without you babe!" Bobby said.

"Ah couldn't bare being without you, ah could never move on after that," Applejack said.

"Oui, oui, mon cherie, me too, you are my precious Apple," Remy said.

"Oh Logan, I couldn't bare being away from you," Fluttershy said.

"Same here darling, I really missed ya," Logan said.

Pinkie Pie stood there a bit excited, expecting a certain someone to come through the door as well. She waited for some time, minutes seemed to pass but no one came. She sighed in sadness, guess he wasn't coming.

After a few minutes of the tearful reunion, the X-Men broke from their hugs and turned to the others around them.

"Good to see you all again," Logan said.

"Same here, seeing you guys after so long is so amazing," Twilight said.

"You haven't changed much," Luna said.

"Neither have any of you," Remy said, then noticed the little girl sitting next to Johnny. "Hello, who's this?"

Johnny rubbed her hair, "This, my card playing friend, is Mayday, Peter's daughter. You remember her right?"

Remy nodded, "Of course, I could never forget such an adorable little girl." Remy knelt down before Mayday, "Do you remember me?"

Mayday nodded, "Yeah, you're Remy, you dated Auntie Applejack, my daddy calls you his 'Apple Cousin'."

Remy nodded with a smile, "Glad you remember, you were so young, Remy was afraid you forgot about me."

Logan also knelt down, "How about me kid? You remember me?"

Mayday nodded, "Of course, Uncle Logan. You used to live with us, you were so cuddly to hug, like a teddy bear."

Logan blushed a little, "Er, yeah, I guess."

Mayday giggled, "I'm sorry, I know you have that tough guy thing, but you were always really nice to me so it's hard for me to see you as that tough guy you wanna be."

Logan grinned and rubbed her hair, "Just like yer mom, yer dad too, easily two of my favorite people to be around. I'll be honest, I really missed yer family a lot too."

"Aw, we missed you too Logan," Peter said, approaching with a hug.

Logan pointed his fist at Peter and a 'Snikt' was heard, "Back off bub, I didn't miss ya that much."

Mayday giggled, "Oh daddy."

Peter rubbed his head nervously, "It's fine, I know you're not a hugger, besides knowing you, I would have been knocked out by the body odor alone."

Logan glared, causing Peter to back off a little. "Still a smart-mouth huh? Haven't changed much have ya?"

Peter shook his head, "Not really."

Bobby took this time to kneel before Mayday, "Do you remember me?"

Mayday scratched her head, "I think I do...you have ice powers I'm pretty sure, and I think you dated Auntie Rarity."

Bobby turned to Peter with some confusion, "She doesn't remember me? How come she remembers the others?"

"Well Logan lived with us, Remy's like family since he dated an Apple, Johnny also spent a lot of time with us, you just mainly stayed with Rarity," Peter said.

Bobby groaned, a little, causing Mayday to pity him. "I'm sorry, I do remember you a little, but we never spent a lot of time together."

Bobby shrugged, "Guess I'll have to fix that."

"Well anyway now that everyone's here, Peter mind explaining what happened?" Reed asked.

"Seriously, who is that chick?" Johnny asked, pointing to Eris.

"I have a name, it's Eris, I'm no ordinary woman, I'm Chaos Spirit, so I suggest you watch your tone," Eris warned.

Johnny looked taken back, "Wow, rude much?"

"Be nice Johnny, Eris is a good friend of mine, she's saved my life quite a few times, especially during that Sinister Six attack a year ago," Peter said.

"Sinister Six? You mean like the group Green Goblin led?" Reed asked.

"Yeah, he came back, with a few friends. But he wasn't the one calling the shots, an evil monster named Tirek was, him and Discord, Eris's male counterpart," Peter said.

"Male counterpart? What does that mean?" Johnny asked.

"Let me start from the beginning, a few weeks before Mayday's ninth birthday, please bare with me and try to save your comments for the end," Peter said, ready to explain everything leading to this point.

Meanwhile back in Equestria, Sonata Dusk is seen walking into Tartarus, wearing her hoodie to hide herself, not wanting any familiar ponies to notice her right away. She walked through, past Cerberus and all the monsters ignoring everything until she came to the pony she wanted to see. She approached the pony, barely getting their attention.

"Hey, it's been a while, hasn't it?" Sonata said, taking the hood off. "How are you doing?"

The pony offered no answer, just sitting there with their face down.

"I brought you some treats, Pinkie Pie made them, they're very tasty" Sonata said, offering some cookies. "Want some?"

The pony used their hoof to wave away, trying to signify that they don't want any.

Sonata sighed, "I wish you would talk more, you've always been quiet and moody, but it's gotten even worse since, well you know, the deaths of Aria and Adagio."

The pony grumbled a bit, turning their head away.

"I know, you miss them, imagine how I feel, we've been friends almost my whole life, and considering I'm a siren, imagine how long that is. Well I was a siren, I don't know if I count as one anymore," Sonata said.

The pony still barely moved.

"Please, talk to me, say anything, I really miss spending time with you. I know you cared about them, but I'm still here, please answer me...please Vega," Sonata said.

With that the pony lifted his face. We see the face of one of Capcom's fiercest ninjas, the now permanently scarred face of Vega.

"Leave me be Sonata, I've nothing to say."

Sonata frowned, this was gonna be a pain for her.

* * *

 **Peter's reunited with his friends, and Sonata seems to have a friend of her own.**


	3. Bonding Resumed

Back on Earth, Peter had just explained everything, from meeting Patricia, to meeting Starlight Glimmer and the first encounter with the Sirens, then befriending Sonata and Aria, the fight with Blueblood, Gwen Stacy returning with spider powers, Twivine, The Sinister Six attack, going to another Earth, Peter training with Zecora, Luna, Gwen and Patricia, Deadpool and Lady Deadpool, Venom Luna, Morlun, the final battle against the Sinister Six, defeating Tirek, losing Celestia and defeating the Nightmare. Some things they didn't go into detail about, such as what Peter said to Twilight during her Twivine mode, some of the wacky things that happened in their home, such as the measurements of certain female anatomies, detail on Deadpool's arrival, and what Mayday did to cause the Nightmare to really come out.

"What kind of weird crap did you go through Parker?" Logan said.

"Yeah, I mean a female you, sirens, those freakish enemies of your returning, Venom, a female Deadpool," Johnny shuddered a bit on that one, "Defeating Twilight by making her more angry, seriously you would have to be pretty stupid to do something like that."

"I can't believe Venom returned, I thought Twilight destroyed the symbiote?" Logan asked.

"I thought I did, I guess it survived, with enough power to control Blueblood, Luna...even myself, I felt so humiliated honestly, letting myself get controlled, again," Twilight said.

"Seriously though, Twivine?" Bobby said with a chuckle. "All those vines, those tentacle like vines..."

"Bobby I swear, if you make that stupid joke I will send you to the moon!" Twilight threatened.

Bobby chuckled a bit, "Sorry, but you know that's a real easy joke to make."

Twilight groaned, "Seriously, I fail to see the humor in that joke."

"Anyway we all got ourselves a new home, a giant castle that looks a bit like a tree," Peter said.

"Shame, I kinda like the old place, it's small and humble sounding," Logan said.

"Yeah it takes some getting used to, but we like it there," Peter said.

"Yeah, so many rooms, finally living like royalty, plus we even have a new roommate and family member," Mayday said.

"Yeah, Sonata Dusk lives with us, she has her own aquarium," Peter said.

"That's nice, she an official Parker-Sparkle?" Johnny asked.

Peter nodded, "Yup, just like Trixie, and Luna."

Johnny turned to Luna, "Congrats on overcoming Venom though, must have been tough, the fact that you still loved Peter after all these years though, and that thing manipulating your feelings."

Luna nodded, "Yes, I did have a hard time letting go of Peter, I regret never having told him my feelings when I had the chance, but I did talk with Twilight about it at least, she helped me out in that."

"What did you start a herd or something?" Bobby joked.

Peter grinned, "Totally did, Luna confessed her love, I confessed mine, then I made out with her." Peter brought Luna in for a side hug. "Best decision I've made in years."

Johnny, Bobby and Remy's eyes widened, Logan raised his eyebrow in disbelief, Mayday also looked on in disbelief while everyone else looked shocked.

"Wait, what!?" Johnny shouted.

Peter burst out laughing, "Got ya!" He continued laughing, "Man I could only imagine your reaction if I ever did really start a herd!" Peter continued laughing much to the annoyance of those around him, except Luna who managed to find some humor in Johnny's reaction, and Twilight who looked curious as to what will happen next.

"Hey, Peter, wanna know something?" Johnny said.

"What?" Peter asked, then received a fireball to his face. "Ow! Dude!"

"That's a warning, just in case you ever do get curious. Nothing against Luna or herds in general, but by this point you and Twilight already have such a great dynamic, you love and understand each other and you managed to raise such a beautiful and intelligent young girl. Don't fix what isn't broken," Johnny said.

Peter just blinked, did Johnny say something meaningful and intelligent, "Wow, never thought I'd hear that from you."

Twilight found it flattering, "Thanks Johnny, I'm glad you care about our marriage." She approached him to give him a friendly kiss on the cheek.

"You're so cool Uncle Johnny," Mayday said, then gave him a kiss of her own.

Johnny rubbed his head bashfully, "Come on girls, you're embarrassing me." Johnny looked to Luna, "And listen, I don't have a problem with you, but you're better off letting go like you said."

Luna nodded, "I take no offense, you are simply worried for your friends, I can respect that from you."

"Good, like I said, it's nothing against you but I really don't think Mayday would handle a change like that, at least not now. In the future, maybe, when Mayday's all grown up and it won't be as weird, though I do hope you're over Peter by then, you're attractive enough to find a guy for yourself though, you don't need to be in a herd," Johnny said.

Luna giggled, "I appreciate your compliment, but I'm not sure if I want to move on, seeing most of these other stallions in Equestria, I'd be happier staying single."

"Still, it's weird enough knowing Gwen Stacy came back, speaking of which, I'm pretty proud of Peter for staying with Twilight regardless," Johnny said.

"Of course, I loved Gwen, I can't deny that, but I love Twilight just as much, and she's the most important mare in my life, aside from my daughter," Peter said.

"I admit, I should have handled the Gwen thing a little better," Twilight said.

Johnny rubbed his head sheepishly, "That's probably my fault, I did tell you she's your only competition, I never expected her to come back."

"Things happen, but it just proves that much more to me that Peter loves me and only me, I'm so grateful for that," Twilight said.

Logan groaned, "This is nice and all, but you still haven't explained how yer here."

"Oh right, see we were all going to Canterlot for a picnic with Luna where there we ran into an old foe, Albert Wesker," Peter said.

That got a look of amazement from the others.

"Wesker!? He's back in Equestria!?" Logan asked.

"Yeah, he along with Vergil, Balrog and Tron Bonne returned, joined this time by Kraven and a girl named Juri Han, also from Capcom, she's a rival of Chun Li," Peter said.

Logan growled, "Kraven, I remember that guy, ruthless hunter, sees all animals as prey and a game for him."

"That sounds terrible," Fluttershy said.

"It gets worse, somehow Wesker managed to recruit Ultron on his side," Peter said.

That got a look of worry from the Marvel Heroes.

"Ultron's in Equestria!?" Johnny asked.

"How!? Why would he work with Wesker!?" Logan asked.

"This is terrible, I should get in contact with S.H.I.E.L.D. right away, they'll wanna know," Reed said, making his way to a phone.

"Right now those bastards are in Equestria, doing who knows what, even my son is in danger right now, I have to get back home soon!" Peter said.

"I'm sure it'll be fine, doesn't time move differently on Earth than it does in Equestria?" Mayday asked.

That reminded Peter, "Wait if that were true, wouldn't more time have passed by here?"

Eris tapped her chin, "It seems time no longer moves differently between the worlds." That got everyone's attention. "I don't know how but this world is perfectly in sync with Equestria, a day here is the same as a day there."

"When did this happen?" Peter asked.

"Probably when Capcom invaded, I think it did something to sync the worlds together," Sunset said.

Peter groaned, "This whole 'moving in different time parallels' was confusing anyway."

"Well when are you gonna go back to Equestria?" Logan asked.

"Soon, Eris will have to take us when her magic returns," Peter said.

"Give me a day, I should be fully ready," Eris said.

Twilight felt worried, "Any chance you can at least let Spike know where my son is? I'll feel better if he's watching him. I love my parents but I doubt they can protect him from Wesker. Maybe Spike can help them too."

Eris nodded, "I'll give it a go."

Back in Equestria, Sonata is still speaking with Vega.

"Vega, come on, can't you just let go of this grudge you have against Peter? I'm sure if you apologize and make peace with him, you two can be friends, maybe you can live at his castle," Sonata said.

"I have no interest in befriending that damn Spider, all he's done was take from me. He took my friends, my kingdom, our sirens," Vega looked to Sonata with an angry glare. "How can you call him your friend knowing that because of him, Adagio and Aria are no more, it's his fault they're gone!"

"Don't blame him for that! He didn't know Aria would go into the lake, and Adagio was just trying to protect me, I can't blame Peter because he just wanted to be our friend," Sonata said.

"Well his 'friendship' causes more good than bad, I have no interest in his 'friendship', I have no interest in any friendship!" Vega said.

"Not even mine?" Sonata asked, almost teary eyed.

Vega looked to her, feeling a degree of sympathy, "Of course I want yours. When I came to this place six years ago, after being restored to life by that damn sun princess, who left me with this scar, you girls were the only ones who made my time here memorable. Granted you mostly used me to have negative energy to feed on, especially Adagio, I still felt something special. Over time you girls really grew on me, I enjoyed your company, and despite how I felt about your hairstyles at first, I eventually came to see how beautiful the three of you were. My only regret is not joining Tirek in the Sinister Six idea, had I helped you girls, maybe none of this would have happened, maybe if I tried to be there for Aria when I could have, she never would have went to that damn lake. Maybe if I joined with Adagio when Spider-Man returned, we could have ended him, and she'd still be with us."

Sonata shook her head, "Other than that thing about Aria, most of what you said wouldn't be the best choice. The Sinister Six wasn't all that great, you and Shocker were smart not to want any part in it. Also if you and Adagio hurt Peter, I probably would not have forgiven either of you."

Vega groaned, "You're so naive at times."

"Well, maybe I am, but I know that friendship is not as bad as you say it is, and if you really love me like you say you do, then you'll give it a chance," Sonata said, putting her hoof down on the manner.

Vega glared slightly before sighing, "I'll try this once, he pisses me off and I'm leaving, got that?"

Sonata grinned and nodded her head, "Sure thing! Oh better get Shocker to come." She called out, "Shocker! We're going to Peter's! Wanna come!"

Shocker arrived moments later, "Eh, why not?"

Sonata squeed, "Great, let's go!"

As she trotted off, Vega turned to Shocker, "Didn't take much to convince you now did it?"

Shocker shrugged, "Eh, I don't care honestly."

Back on Earth, nighttime came. Fluttershy, Applejack and Rarity went to the X-Men Boarding School to spend the night with Logan, Remy and Bobby. Eris went to sleep wherever and everyone else stayed awake for a moment.

Rainbow Dash looked for Johnny's room, upon finding it she saw him sitting on the floor, back against his bed while Mayday slept near him, using his leg as a pillow as he rubbed her hair, smiling down at the young girl.

"She looks tired," Rainbow said, entering the room and getting Johnny's attention.

"Yeah, we were watching a movie together, she tried to stay up but the poor girl was too tired," Johnny said.

"She's been through a lot, we all have," Rainbow said.

"Yeah, must have been rough, old enemies returning, getting transported to this world, Peter and you girls were out for about four hours," Johnny said.

"Man I still feel achey, that stupid robot thing slammed his knee into my back, I think something's broken," Rainbow said, rubbing her sides.

Johnny gestured for Rainbow Dash to sit next to him, which she did immediately. One close, Johnny pulled her into a side hug and a surprise kiss, Rainbow Dash having no problems with it.

Johnny broke off, smile on his face. "Feel better?"

Rainbow nodded while blushing, "Yeah...you have no idea how much I missed being in your embrace, and relishing in your kisses."

"Tell me about it, when you saw me, you nearly started crying, though I'll admit, I came close to crying as well," Johnny said.

"Heh, such a sap," Rainbow said, nuzzling against him. "Still, I missed you so much, why'd you have to leave?"

"Didn't want to, but Celestia said I had to go back," Johnny said.

Rainbow had a sad look on her face, remembering her princess. "Well, since Twilight's currently ruling over Equestria with Luna, maybe she can get you over to our world, maybe we can finally be together."

"Hey I'd love that, I hope Twilight can make it happen. I miss you, I miss Peter, I miss everyone else," Johnny rubbed Mayday's head a little. "Even this sweet little girl, I really love her smile, she's so enthusiastic, so amazed, has that love for science, she reminds me of Twilight, of Peter, of Reed, of my sister, everyone I consider a family."

Rainbow Dash also rubbed her head, "She's a great kid, you can easily tell that she's Peter and Twilight's daughter, like Twilight she gets over excited at things, like Peter she can be witty, but you just gotta love that about her."

"I remember the first time I saw her, she had to be the cutest little filly I had the pleasure of seeing. Now she's so much bigger, man I still remember a lot of the things she did, the first time she called me 'Uncle Johnny', that giggle she made whenever Peter said something funny, how much she loved being with that other pegasus kid, Rumble I think it was," Johnny thought of something. "How is he? I know he left for Cloudsdale around the same time I came back home, he good?"

"Yeah, he's a Junior Wonderbolt, alongside Scootaloo. He sees Peter and the others when he can, though lately they don't see each other as much," Rainbow said.

"Speaking of Wonderbolts, you got in right?" Johnny asked.

Rainbow nodded, "That's right, I've finally taken my rightful spot, it's so awesome, I really wish you were there."

"I'm here now, and I promise I'm making the most of it," Johnny said.

Rainbow and Johnny sat against the bed, Johnny still stroking Mayday. "Such a beautiful girl, wish I had a kid."

"Same, being a Wonderbolt has been great but I'm willing to take some time off so I can be a mother," Rainbow said.

Johnny gently picked Mayday up in his arms, kissing her forehead. "Goodnight May, we can do more stuff tomorrow."

"Man, you really are a sap," Rainbow teased.

"Can you blame me? Funny that this is probably the most time I've spent with Mayday since being in Equestria, being gone for six years I really feel like I missed out, besides," Johnny stood did a toothy grin. "I am her Uncle Johnny."

Rainbow smirked, "Yeah, you are."

Johnny walked carefully, "I'll be right back, gonna take her to Franklin's room, she can sleep there."

After a few minute, Johnny arrived back in his room, Rainbow Dash laid on his bed a bit seductively under the blanket. "Care to join me Torch?"

Johnny grinned as he took off his shirt and pants, staying only in his boxers as he got on the bed, pulling the covers off, showing Rainbow Dash dressed only in a t-shirt and panties. Rainbow couldn't help but blush at Johnny's abs, while he wasn't all that muscular, he was still very fit.

"Someone stayed in shape," Rainbow said, nuzzling right next to Johnny.

Johnny blushed a bit, he hasn't really seen Rainbow Dash in her human form much, so he likes the extra detail. "Same to you, you got some nice roundness just under your back."

Rainbow Dash grinned as she got on her knees and turned around to pull her panties down slightly, barely showing her cheek, "Like what you see?" Before Johnny could answer, she crawled on top of him.

Johnny quickly pulled the covers over them as he stroked Rainbow Dash's hair, "You know, it has been six years since we've been in bed together...you thinking what I'm thinking?"

Rainbow Dash sat on his hips as she grabbed her shirt, as if to pull it up, "You bet I-"

Before either could act on his emotions, they heard the door open and saw Pinkie Pie standing there.

"Slumber party!" She quickly jumped into bed, knocking over Johnny and Rainbow Dash, despite their protests. "This is so fun!"

Rainbow Dash groaned, "Pinkie, you can't be in bed with us."

"Huh? Why can't I?" Pinkie asked.

Rainbow pulled the covers off her, "Look at me, then look at Johnny, then yourself, see anything different?"

Pinkie Pie took a good look at the two, realizing what was different. "Oh I get it." She stood up off the bed, almost as if she were leaving. Then she pulled her pants down, unintentionally showing her butt off to the two. Luckily she was wearing panties but it was still a bit awkward for them, her rear was like two balloons. Then she took off her shirt and only remained in a t-shirt. "Ok, I'm properly dressed."

Pinkie laid back down on the bed, in between Johnny and Rainbow Dash, both looking a bit annoyed.

"Pinkie, you're not understanding what I'm trying to say, you can't lay in bed half-naked with us," Rainbow Dash said.

"But you're both half-naked too, why can't I stay here?" Pinkie asked.

"Because...well, Johnny you tell her," Rainbow said.

Johnny was about to explain, but he couldn't after seeing her sad eyes. Johnny knows Pinkie well enough to know she's too innocent and naive to this world to fully understand why sleeping in bed together like this is weird.

"Can't I spend time with you? I really missed you a lot Johnny," Pinkie said.

Johnny pitied Pinkie, he couldn't bring it within himself to tell her to leave. "Fine, you can stay the night Pinkie."

Rainbow Dash looked confused, but before she could, Pinkie let out a cheer, "Hooray!" She then hugged Johnny and kissed his face. "Thanks Johnny."

Rainbow Dash groaned, "So much for spending alone time with Johnny, what brought you to this room Pinkie Pie?"

Pinkie scratched her chin, "Well, I did get a little lonely, you know, since I'm the only one who didn't get to see the love of their life. So I came to see if Johnny and Mayday were still awake so we can play."

Johnny frowned a bit, "Oh right, you were in love with Deadpool."

Pinkie nodded, "Yeah, do you know where he is?"

Johnny shook his head, "No, I don't really talk much with him, he's not exactly our friend, just a guy we occasionally work with, or against."

Pinkie laid back on the bed, "I wonder if he misses me, I really miss him...I love him."

Johnny pitied Pinkie Pie, times like this remind him that she's not all smiles and parties. "I'm sure he loves you too Pinkie."

Pinkie smiled at that, "Thank you Johnny." With that Pinkie fell asleep, Johnny stroking her hair a bit.

"She's actually very pretty, shame she's in love with someone like Deadpool," Johnny said.

"She sees a different side to him, that's something love can do I guess," Rainbow Dash said.

"Still, I only hope Deadpool could take care of her," Johnny stopped stroking her hair and sighed. "Think I was unfair to Luna?"

Rainbow Dash looked curious, "About what?"

"The whole herd thing. I mean she was alone on the moon four like a thousand years, can't blame her for wanting someone like Peter to love her and make her feel loved, even if she had to share him with another girl. It's not about Peter wanting a herd, it's just him making another mare feel loved," Johnny said.

Rainbow Dash nodded, "I get it, Peter and Twilight love each other a lot, but it seems like Luna loves Peter as much as Twilight, enough to at least respect their marriage. I don't think it would have been bad if Peter really did form a herd with her."

"Same, but I can't shake the feeling that it's not the best idea, besides they have Mayday to think about. Though once she grows up then maybe they can go back to that, even if it's just Peter at least giving Luna child to love and care for, maybe she just wants to be a mom," Johnny said.

Rainbow Dash laid down to the right of Johnny, "Yeah, that would be nice."

Johnny hugged Rainbow Dash close as she drifted to sleep. Johnny looked over to Pinkie Pie and held her close as well, not wanting her to feel alone. Hopefully Pinkie Pie can find love, but Johnny will make sure she won't be lonely.

Elsewhere Peter himself couldn't sleep. He had went to the guest room and shared a bed with Twilight, with Eris and Shimmer sleeping on the floor. Twilight noticed he was awake, "Peter, it's late, you should get to sleep."

"I know, but I can't stop thinking about our friends and family in Equestria. Ben's still there, I'm also worried about my Aunt May and Sonata, what if they're not safe?"

"We can only hope, Eris told me before that she managed to get a message to Spike at least, though it drained her a bit more," Twilight said.

"At least that's taken care of," Peter said, then wondered. "Still, what could they be planning? Why do they have Ultron with them?"

"What exactly is Ultron?" Twilight asked.

"Aside from Hank Pym's biggest mistake, he's one of the reasons I sided with Celestia on why technology can be dangerous. He wants to wipe out all life forms and create a new world," Peter said.

Twilight laid on his chest, "We'll beat them, like we always do."

Peter nodded as he drifted off to sleep, hoping his wife's words were accurate.

"Trying times lie ahead Peter, best to adhere to your wife's hope," Dream said, before letting Peter into a peaceful sleep.

Even back in Equestria Sonata looked around, "Wow it's not dark yet? I figured Twilight would have set the sun by now." She turned to Shocker and Vega, "Anyway we're almost there."

"That's nice," Vega lamented, still not too eager about this.

"Yeah, let's hurry up," Shocker said, also not as excited, but for different reasons.

Sonata sighed as she lead her friends to Ponyville, "There it is, the Castle of Friendship."

Vega looked up with some surprise, "Of course, Spider-Man gets a castle, yet I do not...I had a nice castle at the Crystal Empire."

"Technically that belonged to Princess Cadance and Shining Armor," Sonata said.

Vega face hoofed, "Whatever..."

They entered the castle, hoping to find the Parker-Sparkle Family. But also just outside the castle, Wesker and his allies were standing in some awe.

"I hope Peter and Twilight don't mind if we make ourselves at home," Wesker said with a grin.

Vergil groaned at the sight of the castle, "I hate the friendship that radiates off this place, the sooner we destroy the friendship of this world, the better."

The next day, Peter, along with Twilight, Reed, Susan, Eris, Luna and Sunset Shimmer were on the S.H.I.E.L.D. Helicarrier, explaining the situation to Nick Fury, Captain America and Iron Man.

"So Wesker's back in Equestria?" Captain America asked.

"And he brought Ultron with him?" Iron Man asked.

Peter nodded, "They roughed us up pretty badly, if Eris hadn't saved us, we would have been toast."

Stark opened his helmet to reveal his face, "I see, I must say she looks like quite the catch."

Eris crossed her arms with a smirk, "Appreciate the compliment."

Cap shook his head at his ally, "Focus Tony, this is serious. Ultron is currently in Equestria and doing who knows what, we need to take action."

"Right...and why do we need to take action exactly? Sent Pym out there and let him deal with the crap he started" Stark asked.

"...Aside from it being our jobs to help those in need, Ultron has always been a great concern for all of us, not just Pym. Besides you know he's retired, that's why he gave the Ant Man suit to Scott Lang," Cap said.

"Pym retired? Huh, didn't expect that," Peter said.

"I heard he was a real jerk after creating Ultron," Twilight said.

"Yeah, his and Janet's relationship went south after that, probably why she was so eager to live in that pony world when she had the chance," Fury said.

Sunset got their attention, "Sorry to hear about her but we need to focus on the problem here. So do we have a deal? Will you assist us?"

Cap nodded, "Of course, besides I'd like to see Princess Celestia again, how's she doing lately?" A twinge of sadness spread across the Equestrians, one that didn't go unnoticed by Cap. "What's wrong?"

Twilight wanted to say something, but couldn't get the words out. Peter pulled her into a side hug to relax her as he turned to Cap. "I'm sorry to tell you, but she's gone."

Cap looked confused, but shortly started to understand, "Wait, gone, as in..."

Peter nodded, "She gave her life to save us a year ago during another attack, long story short, Goblin came back, teamed with some monsters in Equestria and Celestia ended up sacrificing herself to save us."

Cap shut his eyes in remorse, he took a breath before speaking. "That's...unfortunate. I'm happy to know that she died a hero, she has my respect for that."

Stark and Fury each nodded, with Stark then turning his attention to Luna. "I'm sorry about your sister, I know what it's like to lose someone you love."

"Thank you Mr. Stark, I miss my sister, but she would want us to be happy, that's why she gave her life after all," Luna said.

"Wait, who rules over Equestria during the day?" Cap asked.

"I do, I'm Co-Ruler of Equestria now," Twilight said.

"Wow, congratulations, Celestia picked a great successor then," Stark said.

Twilight blushed a little, "Thank you."

Cap got their attention again, "So how will you be getting back to Equestria?"

"We'll need Eris for that, hopefully she's recovered enough," Peter said.

"Just about, give me a few more hours," Eris said.

"Think you'll have enough magic?" Twilight asked.

"If she doesn't, I'll be happy to help," they all heard. They looked around and saw Dr. Strange appear in the room. "Good to see you all."

Peter scratched his head, "Dr. Strange, wait did you know we'd be here?"

"I told him," they heard. Another had appeared, a woman very familiar to Peter and his friends.

"Julia?" Peter said.

Julia Carpenter, or Madame Web as she's now called, appeared before them. "Good to see you again Peter, didn't take long for your world to be in trouble again it seems."

"Blame Wesker, he came back to Equestria somehow," Peter said.

"Well don't worry, Julia and myself were talking and we'll be able to help Eris transfer all of you to Equestria, but considering that this involves the Capcom world, we may also need Eris to help us contact them," Strange said.

Peter groaned a little, "I'm not sure, last time they told us to stay out their way and it made things worse."

"True, but you did gain Ryu's respect before he went back to his world correct?" Strange said.

"Perhaps he'll be able to talk sense into his allies," Julia said.

"Plus Chun Li might help with that as well," Strange said.

Sunset nodded, "Ryu's got this, and since Chris and Dante seem to respect me as well, I can also try reasoning with them."

Peter shrugged, "I hope so, if you wanna try contacting them then go ahead, I just want those guys out of Equestria."

"Alright, then we'll get to it as soon as possible," Strange said.

"Good, later when our friends come back we can try," Twilight said.

"Where are your friends anyway?" Cap asked.

"Trixie went to the X-Men home to get Fluttershy, Applejack, Rarity and their X-Men boyfriends, Johnny took Rainbow Dash, Pinkie Pie and Mayday for a day in the city," Peter said.

"Johnny's been really nice to Mayday lately, hasn't he?" Twilight said.

Peter tapped his chin, "He has, hasn't he? Weird he didn't spend a whole lot of time with her when he was in Equestria."

"That's because he was dating Rainbow Dash and Mayday was too enamored by Rumble, though Johnny has always liked Mayday, he did call her the cutest little filly after all," Twilight said.

"Well I'm glad he's being nice and friendly," Peter said, then turned away to mumble, "Hopefully they don't grow too much of a bond."

Elsewhere Johnny is sitting on a bench near a park, joined by Pinkie Pie, Rainbow Dash, Mayday and Franklin. Mayday constantly awed at the sights around her as she licked the ice cream Johnny bought for her while Franklin nervously looked to the girl, she's actually quite pretty.

"It's nice being in the city, a bit more refreshing than always being in a village," Mayday said.

"Yeah you get used to it, though Ponyville wasn't so bad a place to live in, a bit more quiet," Johnny said.

"But I just love seeing the buildings and all this technology, we don't have a lot of this in our world," Mayday said.

"Really? With how much of a nerd your parents are at times, especially your dad, I figured Equestria would be even beyond what even Tony Stark would have made," Johnny said.

Mayday shook her head, "Unfortunately not, I mean I tried to but Princess Celestia didn't like technology, and daddy agreed with her, saying it's not always a good thing."

"Huh? Technology is why we have awesome things, like cars, and phones, and hoverboards," Johnny said.

"We have some technology, The Wonderbolts have the most access to it though," Rainbow Dash said.

"The Cakes also have some fancy machines," Pinkie Pie said.

"Still, she didn't want certain things to be made, daddy told her about how some things were misused by your villains," Mayday said.

Johnny shrugged, "I guess it's true, I know our old buddy Dr. Doom certainly didn't use technology to benefit this world, only himself. Then there's those guys your dad fights, like Dr. Octopus, those extra arms weren't exactly made to hold more ice cream."

"What about those Capcom guys too? I mean there's those B.O.W.s that Chris Redfield talks about," Rainbow Dash said.

"Yeah I heard Chris fought some freaky stuff," Johnny said while shuddering.

"Also the robots Mega Man fights," Pinkie Pie said.

"Yes technology can be used for bad, but so can magic when you think about it. That would be like just because King Sombra used his magic to control a whole Kingdom, it doesn't mean that magic is bad," Mayday said.

"Twilight said it's 'Dark Magic' though," Rainbow Dash reminded. "So maybe that's why."

"Mom says she can use Dark Magic, daddy has Dream which is basically Dark Magic, and not everyone uses Dark Magic for bad, I mean doesn't Dante from the Capcom world use it? He's not bad, he's a jerk to my daddy sometimes but not bad," Mayday said.

"Mayday, probably better to just let this go, Celestia may be gone but I'm pretty certain that your parents are gonna respect her wishes," Rainbow Dash said.

"Besides, we got along just fine without that fancy technology, so who needs it?" Pinkie said.

Mayday glared slightly, but wasn't about to say anything. She didn't wanna upset Pinkie Pie after all, and she would rather not risk any previous mistakes. She did remember what happened the last time she had an argument like this. "Fine..."

Johnny rubbed her head a bit, "Look kid, maybe one day your world can accept technology, at least similar to how our world does, and Capcom as well. Just take it little by little, maybe one day you can start your own business similar to what Tony Stark has and find a way to convince and prove to your world that new technology can rule."

Mayday still sat in thought, "I hope so...I really wanna be a great scientist."

"You will kid, you're pretty smart, and you're passionate too, don't give up on your goals," Johnny said.

Mayday smiled up at Johnny and hugged him for his kindness, "Thanks Uncle Johnny, I can see why mom misses you sometimes."

"Your mom misses me? That's so nice, what about your dad, he talk about me much?" Johnny asked.

Mayday was about to answer but realized, her dad hardly mentioned his friends, and when he did, it sometimes wasn't always a good thing, hence Peter using Tony Stark as a reason why technology couldn't be trusted. "Um, sometimes, though these days he's just a little more worried about me and my brother..."

Johnny looked a little curious by her reaction, did Peter not talk much about him? Then again he also knows Peter can be single minded on certain things, and raising his family is something he would definitely focus more attention on. He can respect that though.

Pinkie hugged Johnny, nuzzling her face against his, "I missed you, I want you to come back and live with us."

"Yeah, you, Logan, Remy and Bobby," Rainbow Dash said.

"Don't forget about Wade," Pinkie said.

Rainbow Dash groaned, "Yeah, him too, you do deserve your guy as well."

Mayday looked uncertain, remembering the last time she saw the ninja fighter, but didn't want to worry Pinkie right now so she kept her mouth shut about it. Later after they finished, Mayday noticed a tech store that brought sparkles to her eyes.

"Come on, let's go in here!" Mayday urged.

Johnny chuckled, "Easy May, we have time after all."

"Not that much, let's hurry!" Mayday said, pulling Johnny to the store with the girls following and laughing a bit. Franklin also followed, again admiring how pretty she looked and acted.

In the X-Men home, Logan was training in the Danger Room with Remy and Bobby. The three of them wanted to go to Equestria and help save it, so they decided to prepare for a big fight.

Fluttershy, Applejack and Rarity watched from the sides along with Cyclops.

"So you made a room to train fer fighting?" Applejack asked.

"Yeah, it comes in handy when we need to save the world from dangerous threats, be it aliens, monsters, robots, anything that can endanger the planet," Cyclops said.

"Wow, pretty impressive, dangerous though," Applejack said.

"Well it is called the Danger Room," Cyclops pointed out.

Rarity looked concerned, "I just hope my dear Bobby doesn't get hurt."

"He'll be fine, he's trained regularly in the Danger Room for a long time, though he's had some moments where he nearly got hurt," Cyclops said.

"The X-Men seems to have a lot of members, but who were the original members?" Fluttershy asked.

"The original members were myself, Jean, Storm, Beast and Bobby, along with the Professor," Cyclops said.

"Oh, Logan wasn't one of the original members?" Fluttershy asked.

Cyclops shook his head, "No, he joined later on, same with Gambit."

"Who would have thought Bobby was one of the first, ah take it he was pretty young?" Applejack said.

"He was the kid of the group, the same age Peter was when he became Spider-Man," Cyclops said.

The three mares awed at that, and continued watching their loved ones fight. It wasn't long before Trixie entered the room, having been accompanied by Shadowcat, Psylocke and Nightcrawler.

"What's this place?" Trixie asked.

"The Danger Room," Shadowcat answered. "A place to train."

Trixie looked through the window, "Hmm, any chance you can have more people in there?"

Cyclops looked curious, "Any reason?"

Moments later, as Logan is dodging some lasers, suddenly the guns were destroyed with a magic blast. He turned and saw Trixie in the room. "Hey Logan."

"Trixie, what are you doing in here?" Logan asked.

"I need to train as well, I've been a little rusty since the big battle a year ago after all," Trixie said with a grin.

Logan returned the smile, "Alright, let's see what you can do." Logan turned to Cyclops. "Crank up the difficulty a bit!"

Cyclops nodded and did as asked, "Here you go."

Logan stood by Trixie, Remy and Bobby, "Trixie, fer now, consider yerself an honorary member of the X-Men." He got into a stance, "Now let's go!"

He and his allies continued their training, getting stronger each fight.

Applejack sighed, "Remy...despite how you were raised, ah can't help but love how great a guy you became in the end. You love being with me because I'm what you wanted to be around, me and mah family. Ah love you, ah hope to bring you home with me."

Rarity looked on, "Bobby, you're one of the very few to love me for both my looks and my personality, you make me feel great, I just hope we can have our happiness together. I love you, please come home with me."

Fluttershy also felt some affection, "Logan, we're not so different you and I, probably why we fell in love with each other. We're what each other needs, I don't feel complete without you. I love you, I want you home with me."

Cyclops looked on in pity, those girls really love their guys, reminds him of how much he and Jean love each other.

Back in Equestria, Black Cat had made her way over to Cloudsdale, using a hot-air balloon that she 'borrowed'. She knew of the villains' return to Equestria, so she decided to recruit some old friends. Black Cat walked through the streets of Cloudsdale, though not alone.

"Won't be long before we meet up with him," Black Cat said, turning to her ally, "You holding up ok Sparky?"

Electro glared at Black Cat for the nickname, "Don't start with that, it's bad enough Spider-Man uses that stupid nickname."

Black Cat rolled her eyes, "Someone needs to lighten up, like seriously."

Electro shook his head as he followed Black Cat, somewhat regretting this alliance. She had found him at the edge of Canterlot the previous day, injured from his attack on Wesker.

Black Cat approached a door with a sly smile, "Here we go." She knocked on the door and awaited an answer. Moments later a familiar pony appeared before her. "Hey handsome, it's been a while."

The pony, Thunderlane, stood there in surprise. "Felicia?" He noticed Electro nearby, "Hey wasn't he part of the Sinister Six?"

"Forget that, we need to talk, all three of us," Black Cat said, urgency in her voice.

Thunderlane wasn't too trusting of Electro, but he did trust Felicia to an extend, "Sure, come in." He let the two inside, wondering what was about to happen.


	4. Back to Equestria

The next morning Peter and his pony friends had made their way to the S.H.I.E.L.D. Helicarrier. Captain America, Iron Man and Hawkeye all stood ready for battle.

"You ready for this everyone?" Cap asked.

Peter nodded, "Yeah, let's take back Equestria."

Twilight looked a bit angsty, "Please hurry, we've been away for two days, I can't fathom the damage they might have caused."

Stark looked around, "Where's your daughter?"

"With the Fantastic Four, Eris agreed to come back for her later, for now she's much safer here," Twilight said.

Peter nodded and turned to Eris, "Ready to transport us?"

"Sure, but aren't we forgetting some people? What about your other friends?" Eris asked.

Before Peter could answer, he heard the voice of his Fantastic Four ally, "Yeah Pete, don't forget about us."

Peter turned to see Johnny Storm arrive, wearing his Fantastic Four outfit, his blue, white and orange design. Next to him was Bobby, also wearing an outfit ready for fighting. Remy was also there with his staff and cards ready. Also to their surprise, they saw Logan appear in his classic Wolverine suit.

"Whoa, Logan, been awhile since I've seen you in that," Peter said.

Logan checked his attire out, "Yeah, kinda missed it. Plus I didn't wanna be the only one not wearing official attire."

"You look so handsome Logan," Fluttershy complimented.

Logan did a sheepish smile, "Thanks darling."

"Oh speaking of which, I should get Peter and Twilight ready," Eris said and used some magic to give Twilight her Amethyst Sorceress attire and Peter his newer Spider-Suit. "There, much better."

There was some surprise among the heroes upon seeing Peter's new attire, Johnny being the first to speak up, "Dude, new suit?"

"Looks cool, it's similar to what the Fantastic Four wear," Bobby said.

"He did wanna be a member if I recall," Remy said.

Peter rubbed his head a little, "It just came, I ditched my old suit, along with the Spider-Mane name. Now I'm just Peter."

Johnny crossed his arms, "That's a little disappointing, but we get it."

Cap looked around, "So you're all coming as well?"

"Of course, we're not gonna let Peter handle this himself, not when we can help. Plus who knows, maybe we'll get to stay in Equestria," Johnny said with a hopeful smile.

"Yeah, all of Twilight's friends deserve their happiness too," Remy said. "Including my Applejack."

"Hey don't forget me too," they heard a voice say. Everypony turned to see Janet Van Dyne arrive.

Peter looked very surprised, "Janet, you're here!"

"Of course, I heard about your arrival from Nick Fury," Janet said, walking toward Peter. She then pulled him into a small hug. "I really missed you Peter, it's not really the same without you."

Peter returned the hug, "I missed you too Janet.

Janet looked over to Twilight, "How are you doing Twi? How's Mayday? Is she around?"

"I'm fine, no Mayday's with the Fantastic Four...well three of them now," Twilight said, then turned to Johnny. "I thought you were gonna stay and keep Mayday company?"

"She's got Franklin for that, he's really taken a liking to Mayday," Johnny said.

"Plus the rest of the group are gonna watch over here, Johnny wanted to come with us to help Peter," Remy said.

Twilight turned to Peter, "Is that ok that they wanna come to Equestria with us?"

Peter looked to his friends, each of them with a determined smile, ready to help. Peter really didn't expect them to assist, though he should have expected that, especially since they're all still in love with Twilight's friends. But he can't turn them away now, he just hopes he can figure this situation out later.

"It's fine, I really don't want them to be burdened with our problems though. I can understand The Avengers but-" Peter was interrupted by Johnny.

"It's fine bro, we don't mind helping, now let's go to Equestria and kick some ass!" Johnny said.

"Wait, someone's missing," Pinkie said, looking to the door. "He should be here any second now." Moments passed by, but nothing seemed to be happening. "Any second now..."

A minute passed by, still nothing. Peter decided to speak up, "Who are we waiting for?"

"Deadpool of course! I have a feeling he's gonna show up any second," Pinkie said.

Peter groaned, "Don't get your hopes up, besides he's not someone I wanna see right now at all."

Pinkie looked sad, "But...I thought he would...Wade, I miss you..."

Johnny approached Pinkie and pulled her into a small hug, "We can't wait any longer, we have to save your world."

Pinkie nodded, "I guess..." She leaned in for a closer hug, "Still..."

"When this is over, I'll go find him for you alright?" Johnny said.

Pinkie nodded, then turned to Peter. "Nevermind."

Peter sighed and turned to Eris, "Whenever you're ready."

Eris nodded and focused her magic, once finding Equestria she quickly warped everyone in the room, back to Equestria.

Within moments, Peter and his friends had returned to Equestria, automatically taking their pony forms. His Marvel friends nearly lost their balance, after not having been ponies for six years, it was a little rusty for them.

"Whoa...never thought I'd have my wings back," Johnny said, flapping his Pegasus wings.

"Or this horn," Remy said, checking his Unicorn horn.

Bobby checked his hooves, "It's weird not having fingers, but I can get used to that again."

Peter looked around, apparently Eris had warped them to the outskirts of Ponyville. "I wonder where they are?" He then heard Eris pant a little, he worriedly turned to her. "You ok?"

"I'm fine, just a bit winded. Bringing you back isn't as hard as taking you, mainly since I was able to concentrate my energy more, as opposed to teleporting you on the flash, not to mention bringing you back to your world should have been impossible." Eris said. "But I probably won't be able to teleport you again for a while, so try not to put yourselves in too much danger."

"Right, thanks. Try to get somewhere safe, me and my friends are gonna investigate," Peter said.

Twilight turned to her friends, "All of you stay here as well, expect for Rainbow Dash, none of you are trained to fight, I'd rather you not fight if you don't need to."

"We helped y'all six years ago though when them monsters and robots invaded Ponyville," Applejack said.

"Just do as Twilight asks please, leave it to me and my friends," Peter said.

"Eris, Trixie, please watch them," Twilight said.

Eris and Trixie nodded as they brought Twilight's friends to a safe distance. Twilight looked around Ponyville. "No major damage it seems at least."

"That's good, but that's only Ponyville, there's still others," Peter said.

"Well if they needed to find you, then they would have checked Ponyville since you live there," Johnny said.

Peter looked ahead, "True, still kinda worried, let's go into town and see if everypony's alright."

The others nodded and followed Peter to Ponyville. Johnny then noticed something unusual, "Wait, I see a big castle, was that there before?"

Peter shook his head, "No, that's new. Me and Twilight live there now."

The heroes just stopped in their tracks, amazed at what they had just heard.

"Dude, you live there!?" Johnny asked.

"Whoa! Big castle, wish it was there when I lived here six years ago!" Janet said.

Logan scratched his head, "So you didn't rebuild your library?"

Twilight shook her head, "No, something like that can't just be rebuilt, but the castle isn't that bad...sometimes. What do you think of it Logan?"

"No offense, but it looks kinda lame," Logan said, annoying Peter a bit.

"Oh what do you know? You spent most of your life living in a boarding school or in the wild," Peter said.

"Peter! Be Nice!" Twilight scolded.

Peter rolled his eyes and led his allies into Ponyville, not wanting to discuss the castle thing anymore.

Back on Earth, Mayday is sitting at a science table with Franklin, the two not really talking much, mainly since Franklin doesn't know what to say. Eventually he tried to get her attention. "So...your dad and my uncle are best friends?"

"Yeah, my dad is the brother your uncle always wanted, and he also cares a lot about my mom," Mayday said.

"That's nice...so he's like your uncle too?" Franklin asked.

"In a way, I do call him Uncle Johnny, and he's really nice to me. I met him when I was four, we didn't talk too much, but he always had nice things to say to me when we did, he said I was the prettiest filly in Equestria, and if he had kids he would want me to be like their big sister," Mayday said.

"That's nice of him. Uncle Johnny is really fun, so is Uncle Ben," Franklin said.

Mayday sighed, "That's nice...man why did my parents have to leave me behind? I wanted to go help them save Equestria."

"They're just worried, that's all," Franklin said.

"Still, now I have no way to get to them, unless I can make a portal through-" Mayday then had an idea. "-Wait a minute, your dad made the portal that Uncle Johnny and Uncle Logan took to get to Equestria six years ago! Maybe I can find it and reactivate it!"

Mayday quickly looked through the lab, hoping to find something. Franklin himself looked concerned, "I don't think you should play with my dad's things."

"It's not playing, I know what I'm doing!" Mayday said, messing around on the computer. "I just need about five, or ten minutes tops."

Franklin looked unsure about this, "I hope we don't get into too much trouble."

Back in Ponyville, Peter and his friends were walking through town, observing the area to make sure there was no damage. Not only was there no damage, but nopony was in the village, worrying the heroes.

"Where is everypony?" Peter asked.

Logan sniffed the air, "I don't like this very much."

Twilight looked around, "We'll find them soon, but let's just find those villains before-"

"Before what may I ask?" they heard a voice say. They looked up on the roof of a home and saw Wesker standing there sinisterly. "So you're back Peter, and you brought your friends."

"Wesker! What did you do to the ponies of this town!?" Logan asked.

"Easy Wolverine, neither me nor my allies did anything, not yet at least," Wesker said.

Peter glared, "What do you mean 'not yet'?"

"Peter, you should know by now, once I take care of you, I will be ridding this world of all it's inferiority," Wesker said with a cold glare.

Cap approached the building as he looked up at Wesker with a glare, "Where are your allies!?"

"Right here," Wesker said, holding out his foreleg as the rest of his allies also came to view on the different rooftops. Vergil appeared on the roof next to Wesker, Tron appeared on the other side, while Juri, Balrog and Kraven appeared on the opposite roofs.

The Avengers looked around, but didn't find the one enemy they wanted.

"Where's Ultron!?" Stark shouted.

"What are we not enough?" Vergil asked in an insulted tone.

Janet growled a bit and called out, "Ultron! I know you're in this world! Show yourself!"

A few seconds went by, no sign of the robot so far. The ponies and heroes began to worry a bit but remained their composure. Suddenly a blast hit the ground nearby, startling the ponies as a figure lands down hard, creating a smoking crater. Soon the ponies noticed a silhouette behind the smoke, red eyes glowing, an evil robotic smile sending chills to the heroes and ponies.

Soon the dust cleared, Ultron stood tall, revealing himself in his glory to the group. The ponies have seen him already, but it's been a while for the heroes, he's just as menacing as they remember.

"Ultron?" Stark said, still surprised to see him.

"In the flesh," Ultron said with a slight bow.

Janet stomped toward him, "You...everything fell apart because of you..."

Ultron looked pleasantly surprised, "Janet Van Dyne...it's been too long. How are you my dear? How's Dr. Pym?"

"Wouldn't you like to know? He hasn't been the same since he made you, since you turned out to be his biggest failure! Because of you he changed, he was no longer the man I loved! You ruined everything you bastard!" Janet shouted, rage in her eyes.

"Failure? On the contrary I am doing what I am programmed to do, save the world from it's problems. And according to my calculations, the problem is your mortal beings. You are incapable of survival and thus, must be exterminated," Ultron said.

Cap approached him angrily, "Why are you aligned with Wesker!? Is he not one of the 'mortal beings' that cause problems!?"

"Wesker and I agree on certain things, one of them being that humans in both our worlds cause more trouble than they're worth, and from what I see, those in Equestria are similar," Ultron said.

"That's no excuse to wipe out all living beings! You are your allies are the problems, not the good people and ponies of these worlds!" Cap shouted.

"Everyone deserves a chance at life! Humans, ponies, you name it! We are not gonna stand by while you and your allies wipe out the mortals!" Peter shouted.

Ultron shook his head, "Just as self-righteous as Wesker said.

"Indeed, it doesn't matter, before we can start with our plan, we need them out the way. Shame Peter didn't want to join when I gave him the chance, such a foolish boy," Wesker said. Wesker quickly got off the roof and got in Peter's face, both having an intense staredown. "Even if you don't join me, I can just ask your daughter, she'll make a fine apprentice."

Peter closed his eyes as he took a breath. "What did I say about my family, Albert." Peter then punched Wesker across Ponyville. "Mess with them and I'll break you in half!"

Vergil quickly jumped down at Peter with his sword, but Logan rushed in to block with his claws and then kicked Vergil back. Ultron then fired his lasers at the group, scattering them around as they zig-zagged across the area.

Ultron flew up and continued to blast down at the heroes, destroying several of the homes in the process. He even destroyed part of the Castle of Friendship, much to Peter's annoyance.

"Hey! I already lost one home last year! I'm not losing a second!" He jumped at Ultron but he was quickly whacked back down. Upon landing he received a super speed punch to his stomach from Wesker, then another punch to knock him through another home.

Peter shook his head and looked around, noticing some of the pictures. "Aw man, Derpy's not gonna like this."

Wesker then walked through the hole and grabbed Peter to punch him back outside, flying through another home. Wesker then rushed and punched Peter once more, sending him through several homes and near the outskirts of Ponyville.

Peter stood up, feeling a bit dazed as Wesker ran at him, ready for another punch, but luckily Cap arrived at the last second to block the punch with his shield.

"What!?" Wesker shouted.

Cap struggled a bit, trying to keep Wesker back. "I don't think so!" He then parried Wesker's fist away and then whacked him a few times with his shield, leaving him dazed enough for Peter to punch him away.

Peter grinned and turned to Cap, "Thanks for the help."

"Don't thank me yet, the fight's just begun," Cap said. Soon the rest of their allies joined the two at the outskirts, having evaded Ultron's attack, then the rest of the villains appeared before them.

Wesker looked furious, he won't let Peter or Captain America make a fool out of him. "You'll pay dearly for that."

The heroes took a stance, as did the villains.

"I'll take Wesker, the rest of you decide who you're getting," Peter said.

"Just leave Ultron to me," Janet said.

"Not alone, I'm helping you," Stark insisted.

Logan stretched a bit, "I'll take Vergil."

Twilight shook her head, "Let me take Vergil, he needs to be put in his place."

The others quickly spoke to one another and agreed on who they will be fighting, then got into a stance, ready to face the villains.

Wesker's eyes started to glow, looking towards Peter. "I promise you Spider-Man, you will fall to me."

Peter scoffed, "Spider-Man has already 'fallen', I've ditched the name and the old costume. Now I'm just Peter."

"Interesting," Wesker said. "It doesn't matter, because-" Wesker quickly sped over, but instead of striking Peter, he instead punched Cap, who couldn't get his shield up in time to prevent himself from being punched yards away. "You're still gonna perish!"

Peter quickly turned and tried to punch Wesker, but the attack was blocked and Peter was kicked back, though he was caught last second by Logan.

"Got ya kid."

Peter dusted himself off and suddenly the heroes were surrounded by the and Vergil then sent lasers and light swords respectively at the heroes, once again causing them to scatter about.

Wesker rushed in, throwing some hard strikes at Peter, the hero having to block several attacks, looking for an opening, but as he attempted to punch, Wesker managed to sweep his legs and then do a quick standing kick to knock Peter further away.

Wesker rushed in and did a quick combo of punches, knocking Peter even further back and then kicking him to a house, Peter bouncing off the roof and back into the air where Wesker jumped up and kicked him down.

Twilight hoped to go help Peter, but Vergil blocked her path, swiping at her with his sword. Twilight evaded and found an opening to blast Vergil in the face and then use her magic to levitate him and toss him toward a rock formation.

Vergil however recovered mid-air and kicked away from the rock formation, trying once again to attack Twilight with his sword. Twilight put up a barrier to block the sword strike, though his strike was strong enough to break the barrier, allowing him to kick her face in the rebound and then cut her across her chest area.

Twilight quickly grabbed over the wounded area while trying to keep a distance from Vergil, who had then sent some light swords after her, a few causing some more cuts on her body. Vergil then went in for a kick to her head to knock her further back.

Johnny was busy fighting Tron, shooting some fire at her, though her Gustaff Shield was able to protect her as she fired her ray gun from behind the shield, hoping to knock Johnny out of the air. Johnny flew down to attack again but she quickly pulled some rocks from the ground and tossed it at Johnny, knocking him out the sky.

Tron then used the drill part of her Gustaff to attack Johnny, but he quickly evaded and sent a huge fire ball, knocking the machine back, causing Tron to fall out. Luckily for her, two Servbots jumped at Johnny in an attempt to distract him, though he punched them both away and started shooting more fire at her.

Tron quickly entered her Gustaff again and then did a spin punch attack, knocking Johnny far back, though getting herself dizzy in the process.

Logan and Kraven were battling each other, claws clashing again swords, though fortunately for Wolverine, he had better familiarity with his pony form, and knew how to fully utilize his Earth Pony magic, as Kraven, while used to moving around, still hasn't unlocked all of his potential.

Logan managed to disarm Kraven and cut his arms, then kicked him back. He went to attack Kraven again, but the hunter evaded and tossed some throwing knives at Logan, which he deflected and continued to attack.

Balrog threw some hard punches at Bobby, the ice mutant dodging them carefully and throwing some ice punches at the brute. Balrog shook it off and managed to punch Bobby back hard in the jaw, then one in the gut, followed by an uppercut. Bobby shook it off and then kicked Balrog in the head and blasted him back with an ice beam.

Remy fought hard against Juri, using his staff to his advantage, though her kicks proving to be a weapon of her own. Juri also didn't have as much familiarity with her pony form, similar to Kraven, but she was able to make due, really getting into her attacks. The more she improved, the harder it was for Remy to fend her off.

In the air, Wasp was shooting beams at Ultron, but the robot was able to evade them almost easily and punch wasp out of the air. Stark flew in and threw some punches of his own, hitting Ultron once, then quickly following up with a kick to the sides and an ion beam.

Ultron shook it off and punched Stark hard in the gut and then elbowed him down. Wasp again flew over and zapped his head, but Ultron grabbed her and threw her to the ground below. He shot some lasers at her, to which she quickly dodged out of the way, long enough for Stark to fly in with another attack.

Back with Peter, he had taken several more punches from Wesker and then got punched a few yards back, landing next to Twilight, who herself was kicked some feet back.

"Hey honey, how's your fight going?" Peter asked, almost a bit weary.

"Eh, could be better," Twilight said, shaking the cobwebs out of her head.

Both stood up, standing back to back as Wesker and Vergil approached.

"Man these guys have gotten pretty strong," Peter said.

"No kidding, not near Tirek's level but still not an easy feat," Twilight said.

As Wesker got close, he noticed Luna flying towards him. Wesker sidestepped and then punched Luna hard in the sides and then kicked her away. "Very weak for an Alicorn Princess."

Peter attempted to punch Wesker, but this time he parried and punched Peter's gut and then kicked him back. Peter stood up, glaring at the so-called God before him, "You're a real pain you know that?"

Wesker attempted to attack again, but Luna once again showed up, this time successfully blasting Wesker back. "Take that cretin!"

Suddenly Luna felt pain at her side, she turned to see that Vergil had cut her with his sword and then proceeded to kick her away. "This mare just reeks of loneliness and desperation, it's sickening."

Twilight then blasted Vergil down, getting the Son of Sparda's attention, "Don't you dare talk about my friend like that!"

As Vergil stood up, ready to attack, Sunset Shimmer came and blasted him from behind, "Hey, forget about me!?"

Vergil groaned as he stood up again, "You mares are really becoming more trouble than you're worth."

Wesker again arrived, this time punching Sunset Shimmer away and then went to attack Twilight, but felt a Shield strike his head. He turned and saw that Cap was back on his hooves.

"Hope you didn't think I would go down so easily," Cap said as his shield returned to him.

Back with Johnny, he had been again knocked to the ground by Tron, landing nearby Logan, who was attempting to fend off Kraven.

"Back on yer feet Storm! We got a fight to finish!" Logan urged.

"Technically we have hooves now," Johnny pointed out.

Logan growled as he kicked Kraven back, "We ain't got time fer yer smart mouth!"

Johnny chuckled as he stood up, "Hey, gotta lighten the mood somehow."

Tron then went to attack again, but suddenly an arrow hit her Gustaff. The arrow then exploded, knocking Tron much further back.

Logan and Johnny turned to see Hawkeye make his way over. The Avenger then proceeded to do a few punches to Kraven and whacked him away with his bow.

"Logan, you should probably go help Twilight against Vergil, she's not doing too well right now," Hawkeye said.

Logan nodded, "Right, think you can handle Kraven?"

"He's a street level guy that Spider-Man can handle, I'm an Avenger, I think I got this," Hawkeye said.

Logan glared a bit, "Cute, just remember, Spider-Man's the one who stopped Goblin Eleven Years ago, not you or yer Avenger buddies."

With that, Logan rushed over to Twilight while Hawkeye shrugged, "Kinda defensive, right Storm?"

"Dude, looking down on Peter got old a long time ago," Johnny said bluntly.

Back on Marvel Earth, Ben is walking through the halls, on his way to the lab. "Mayday! Franklin! Suzie says to take ya both to the park! Maybe get your minds off the troubles in Equestria for a while!"

Ben arrived and saw no one in the lab. "Mayday? Franklin? Where did ya..." He then saw that the portal was open. "Tell me she didn't...that kid's as stubborn as her pops!" He quickly ran to go find Reed and Susan, dreading the idea of telling them that their son is now somewhere in a land of ponies, in the middle of a fight.

Back in Equestria, Peter and Cap were both attacking Wesker, throwing quick punches and kicks at the former S.T.A.R.S. Captain. Wesker managed to block and evade most of them, though one good punch from Peter knocked him a bit dizzy, and it allowed Cap to rush in and whack him in the face with his shield.

Luna then flew in and blasted Wesker into the air, to which Peter would jump up and kick him back down to the ground, then webbed onto Wesker and pulled straight forward to land both his hind legs into Wesker's abs, crushing his ribs and causing Wesker to spit out a bit.

Peter then lifted Wesker up by his coat, bringing him face to face with each other, "You never should have come back Albert."

Wesker glared up at the Spider, who then proceeded to headbutt him against his forehead, then tossed Wesker aside. Peter's eyes turned blue as his horn started to glow, once again earning some curiosity from Wesker. "Once I'm done with you, I'll handle your buddies, no one messes with my home world." Peter said in a dual voice.

"Home world?" Wesker said, then grinned evilly. "So, you have abandoned Marvel Earth as your home, such a shame."

"Don't even try, I live in Equestria now, so it's my home world, I will not allow you to-"

Suddenly Luna's voice called out, "Peter behind you!"

Peter's eyes turned back to normal, which in turn allowed his Spider Sense to activate. He turned around and dodged a sword strike from Vergil. Peter's eyes glowed blue again as he punched Vergil a few times, then charged up his magic. "You're really a pain!"

Suddenly Vergil grabbed Peter's head and looked like he was trying to extract some magic, "I sense the Nightmare Energy in you, looks like Luna didn't quite get rid of it, now to extract it for myself! This time I shall become the Nightmare!"

Peter struggled a bit as Vergil pried into his mind, even Dream struggled to not allow Vergil to extract her and use her magic for his own gain. Vergil was nearly successful, feeling a lot of Dream's power, seeing her will and mind, even her shared thoughts with Peter. Though Vergil started to lose his grip the harder Peter and Dream fought.

"No! I will not allow this magic to be wasted with you!" Vergil shouted.

"Vergil! Behind you!" Wesker warned.

Vergil suddenly felt a sharp pain on his back. He turned around to see that Logan had attacked with his claws.

"Back away from the kid," Logan said and then tossed Vergil aside. He then patted Peter's shoulder, "You ok Parker?"

Peter nodded, "Yeah, I guess." He then spoke to dream. "Hey, you ok?"

"I'm fine Peter, that was a close one though, that demon almost got me," Dream said.

"I won't let him hurt you," Peter assured.

Vergil got up and glared at Logan, "I tire of your meddling Wolverine! First Fluttershy, now the Nightmare energy! Time to end this!"

Vergil then attacked Logan with his sword, but Logan blocked it and swiped at Vergil, though the half-demon managed to duck and elbow Logan in the gut.

Vergil then sent some light swords at Logan, causing the mutant to maneuver out of the way and then rush in to jab Vergil with his claws again, this time into his ribs. He lifted Vergil up and then tossed him away, landing right near Wesker.

"Those pests, I knew we should have dealt with them six years ago! That damn spider has increased his strength over the years it seems," Vergil said.

"Yes, it seems he's figured out how to channel his magic, not to mention his fighting skills have improved vastly" Wesker said.

"He's also made use out of the Nightmare Energy, oddly enough it seems to have been purified, with magic like that I didn't think it was possible," Vergil said.

Wesker looked curious, "Nightmare Energy, that would explain his eyes changing color."

Up in the air, they saw Ultron punch away Iron Man and then elbow down Wasp. He then landed down near the two. "Taking a break already?"

"Don't start with me android, we're still trying to figure out this Spider-Man situation, unfortunately we may have underestimated him," Vergil said.

Ultron looked over to Peter, doing a quick scan, "I detect extraordinary power from him, perhaps you are right to fear him."

"I do NOT fear Spider-Man!" Vergil shouted.

"There's nothing to be ashamed of, fear is a human emotions, something I am fortunate enough not to have," Ultron said.

"I am not human, I am a demon! The Son of The Dark Knight Sparda!" Vergil shouted.

"Enough! I don't have time for this bickering, Ultron, send the signal, we're gonna destroy this world!" Wesker said.

Ultron nodded, "It's about time you gave that order." He then sent out a radio signal. "Glimmer, it's time."

In an unknown location, Starlight Glimmer had received the message, "Sure thing." She then cast a spell to open another portal, then took some steps back to avoid what was to come out. "I hope these morons don't destroy this world too much, I have my own plans that I don't need ruined."

Back at the battle area, Peter stood alongside Cap, Logan, Twilight, Luna and Shimmer, all of them facing off against the trio of Wesker, Vergil and Ultron. A moment later, both Iron Man and Wasp managed to stand up and oppose the trio as well.

"Have you decided to give up!?" Twilight asked.

"Do we look like the type to just 'give up'?" Wesker asked in a somewhat annoyed way. "We're not going down without a fight!"

"We will not rest until all mortal life is eradicated," Ultron said.

"And we rule the multiverse as the mighty beings we were destined to be!" Vergil said.

Peter shook his head, "You supervillains are all the same you know that? Honestly you're no better than The Green Goblin or even Tirek. In the end you're just gonna fail so why bother trying?"

"Peter's accomplished so much in his fifteen years as a superhero, Spider-Man or not, what makes you so different?" Twilight asked.

Vergil pointed behind them with his sword. "That..."

The group turned around to witness something horrible. Several robots were making their way over, with designs similar to Ultron.

"What!? How!?" Peter shouted.

"That's just the first wave, there's more to come," Wesker said with a sinister laugh. "Then you're all gonna fall by our hands..."

Peter looked over to Wesker with a condescending look, "You don't have hands..."

Wesker groaned, "Be quiet."

Peter looked back to the robots, there seemed to be a lot, but considering he's fought armies of Changelings, Thestrals and even Doombots, he feels confident to handle Ultron's robots.

Elsewhere Peter's allies have also noticed the oncoming enemies.

"Oh crap, that's a lot of robots!" Johnny said.

"Those are gonna be hard to combat against," Hawkeye said.

"So Wesker's finally called them in," Juri said.

Twilight turned back to Wesker, "Wait a minute, how did you get them into this world!?"

"Same way we came here, with a little help from your old friend Starlight Glimmer," Wesker said.

Peter's ears twitched at the sound of that name. "Starlight Glimmer!? Wait she's the one who got you here!?"

"Of course, she's been a contact of mine for years, I met with her shortly before we led that big attack on Ponyville, soon after she's been contacting me on occasion, the most recent being her time in the Sinister Six, filling me in on a lot of details," Wesker said.

Peter's eyes widened in shock, "Crap, I knew I should have been more persistent in finding her, I didn't think she would be so much trouble. Wait how could she have contacted you!?"

"Thank Discord for that, he gave us a little link to this world though the form of a crystal ball, similar to one that he would eventually give to your daughter," Wesker said.

"He hoped we could have joined The Sinister Six Invasion of this world, he even made plans which were apparently ruined by his female counterpart Eris," Vergil said.

Peter groaned in frustration, "Dammit Discord, I'll never understand what he really wanted, even to the point where he tried using my own daughter against me."

"Worry not Peter, it doesn't matter. Soon this world and other worlds will crumble," Wesker said, watching as the robots got closer.

Peter prepared himself, ready for the robots to attack, but to his surprise, they started to spread out across the rest of Equestria, "Hey where are they going!?"

"Oh, I'm sorry Peter, did you think they were coming to fight you?" Wesker asked in a somewhat sarcastic tone.

"You think we're foolish enough to make that mistake again? No these robots are gonna do what we came here to do, they're gonna go to different areas across this world and wipe out all you pathetic ponies!" Vergil said.

"Wait, what!?" Peter shouted, watching the robots spread around. Some headed east, some west, up, down, across, several different directions. Peter angrily turned to Wesker, "No! Leave the other ponies out of this! This fight is with me!"

"Peter, we didn't come here just to battle you, we came here to take over this world, we're just doing both," Wesker said.

Peter growled, "If you don't call them off, THEN I'LL MAKE YOU!" Peter rushed in to attack, but Ultron sped in front of him and kicked him back.

Cap and Stark both rushed to attack Ultron, but he grabbed them both by their collar and slammed them into each other before tossing them away.

Logan rushed in to attack, but Wesker managed to hit a strong punch to his gut, then Vergil whacked him away with his sword.

Twilight, Sunset and Luna all charged their horns as Wasp charged her bio-stingers and blasted at the trio, but they quickly dodged out the way as Ultron fired a laser at them.

Peter got up and saw some of the robots attacking Ponyville, looking to see if any of the ponies remained. Fortunately the city seemed empty, though that didn't stop the robots from destroying the homes. Peter gritted his teeth, he's not gonna let this world get destroyed again. He quickly called to his allies, "GO PROTECT THE CITIES!"

His allies all nodded as they started to spread out in different directions, going after several of the Ultron robots.

Peter turned to the ponies beside him, "Go help! Quickly!"

The others didn't argue, they also quickly went in several directions, hoping to stop these robots. Peter was about to follow them but he was suddenly surrounded by all the villains.

"Foolish choice Spider-Man, now you have no one to protect you," Vergil said.

Peter got into a stance, ready to fight, but suddenly Twilight had teleported next to him. "I'm still here."

Peter shook his head, "Twilight, don't, let me handle them, the other cities need your help!"

"Right now you need my help, I am NOT gonna leave you alone Peter, I won't watch you get hurt again!" Twilight said, determination in her voice. "After seeing what the Sinister Six did to you a year ago, I promised I wouldn't let that happen again if I could help it!" She looked around with rage and some tears in her eyes, "I WILL protect my husband!"

Wesker did a slow sarcastic clap, "How touching, even till the end you remain at your husband's side."

"Love, such an odd emotion, apparently it makes one do foolish choices," Ultron said.

"What do you know!? You're a robot! You have no emotions!" Twilight shouted.

"Hey! Don't say bad things about robots!" Tron shouted.

"Let's just hurry and take them down already, I'm getting bored," Juri said.

"Twilight, whatever happens...I love you, so much," Peter said.

"I love you too Peter," Twilight said, engaging him in a brief yet loving kiss.

With that, the villains went to attack the couple, both ready to fight for everything.

Meanwhile in another world, Dr. Strange is seen talking, with Julia by his side. "I know our worlds have had their differences in the past, and I know how competitive your friends. Our words are rivals, some of the greatest fighters and heroes have emerged. But I hope for all of you to put that aside for just a while, long enough to protect this world from it's danger, please, I ask not as a Marvel Superhero, but from one to another, someone who just wants to help a friend, can you help?"

Standing across from him was a top warrior from Capcom; Chun Li.

"Of course, Doctor, I'd be happy to," Chin Li said with a bow.


	5. Capcom Arrival

Back in Equestria, Mayday was seen walking and looking around, looking a little lost. "Where did this thing take me?"

Behind her was a blue-ish grey unicorn colt, "I still think this was a bad idea."

"Relax Franklin, I just need a moment to remember where I am," Mayday said, then saw several robots flying overhead. "What in the world are those things?"

Franklin looked concerned, "I really think we should go back home, if those robots are anything like the ones my parents and uncles fight, then we might be in serious danger."

Mayday tapped her chin, "Those robots look familiar, I wonder if..."

"Mayday!?" She suddenly heard. She turned and saw Shining Armor with several Crystal Guards. "What are you doing here!?"

"Oh, hi uncle Shining, I was looking for Ponyville, I think my mom and dad are there," Mayday said.

Shining Armor looked to the colt beside her, "Who's he?"

"A friend I made on Earth, his name is Franklin, his dad's the leader of the Fantastic Four," Mayday said, then turned to Franklin. "That's my uncle Shining Armor, my mom's big brother."

Franklin waved, "Hello sir."

Shining Armor looked confused, "Wait, Earth? Fantastic Four? What's going-"

"Mayday!" Another voice shouted. Mayday looked to see Sonata Dusk running through the crowd of guards. "Oh thank goodness you're alright!" Sonata rushed in to hug Mayday, "I was so worried about you! Wait, where are your parents, are they alright!? I haven't seen them in so long, I got worried when so much time passed and the sun never set, it's been daytime for a couple of days at least."

Franklin nudged her, "Who's she?"

"This is my dad's friend Sonata Dusk, she lives in our castle with the rest of my family," Mayday explained.

Sonata looked at the young boy, "Huh? I haven't seen you before." She gave a coy grin, "Mayday Parker-Sparkle, have you been hiding a coltfriend from us?"

Mayday blushed madly, "No way! We're just friends!"

Sonata giggled, "Right, for now at least."

Mayday groaned, then glanced over to Franklin, who seemed to be hiding a blush of his own.

Shining Armor looked frustrated, "Can we please get an explanation!? How is he from Earth? Where are your parents? What's even going on!?"

Mayday took a breath before she began to explain, "Those villains from that Capcom world came back two days ago, they brought some robot with them from daddy's world. Before that robot could destroy us, Miss Eris warped me, my dad, my mom, the Elements, Miss Shimmer, Auntie Trixie and Auntie Luna to Marvel Earth where the Fantastic Four took care of us for about two days. My parents and the others came back a while ago along with some of the Marvel Superheroes to fight the villains. They originally left me back on Earth, but I didn't wanna stay, so I found a portal that Franklin's dad, Mr. Fantastic used to send Johnny Storm and Wolverine to this world six years ago, activated it and came here with Franklin."

Shining Armor looked a little confused, but as it sank in he started to realize the danger. "So those guys are back, just like Sonata said, and it looks like they brought an army."

Mayday turned to Sonata, "You saw them?"

"Yeah, remember when I went to see my friend the other day? Well when I came back home I saw those guys enter the castle, they were looking for some things, but luckily I was able to get out without being seen and warn the ponies of Ponyville that the bad guys returned, giving them time to leave. Luckily those villains didn't notice right away, probably because they were pretty deep into the castle and couldn't hear me warning the others," Sonata said.

"That's when she came over to The Crystal Empire with her, ugh, 'friends' and warned us of something bad happening. We contacted The Wonderbolts and The Dragons, hoping they would be able to provide assistance in not only fighting these villains, but finding my sister," Shining Armor said.

Mayday scratched her head, "When you mentioned Sonata's friends, you sounded disgusted, why was that?"

Shining Armor glared slightly at Sonata, "Let's just say she has a really poor taste in friends."

"Hey, they can hear you, they're back there you know," Sonata said.

"They are? Well tell them to come up front," Mayday said.

Sonata bit her lip, "Promise you won't freak out too much?"

"Hey I've seen some weird stuff, I think I can handle who your friends are," Mayday said.

Sonata nodded and called to the back, "Come on over!"

Within moments, Mayday caught sight of her two friends, suddenly feeling rage and anger, "THEM!? How are they even alive!? I thought my parents took care of them!?"

Sonata chuckled nervously as Vega and Shocker stood near her.

"It's nice to see you too," Vega said, obviously sarcastic.

"Hey you attacked my village six years ago you jerk!" Mayday shouted.

"Yes, I also remember giving you a big owie too," Vega said, this time with a condescending tone.

Before it could get worse, Sonata stepped in, "Now's not the time to argue. And Vega, I asked you to be nicer."

Vega turned away with disinterest, "Whatever, not like I wanted to come, but this moron didn't want to leave me near his wife, he probably knows she would fall for me, leaving him sad and alone."

Shining Armor growled, "What Sonata sees in you I'll never understand."

Shocker groaned, "Listen, I'm not too thrilled about this either, but Sonata's right, we need to focus if we wanna help out the other ponies."

Mayday looked curious, "I'm surprised you care, aren't you one of my dad's enemies?"

"I really don't, I just want to get this over with, then go back home, I really don't like being around these ponies," Shocker said.

Shining Armor looked to Mayday, "Well we're going to stop those robots, so I suggest you go with Sonata back to the Crystal Empire, I doubt those robots will make it there due to the weather, slim of a chance that is but still a chance."

Mayday shook her head, "I wanna go to Ponyville and see if my mom and dad are ok."

"No Mayday, it's too dangerous, your mother would never forgive me if I allowed anything to happen to you. Plus you shouldn't be dragging your friend along, I'm sure his parents are worried as well," Shining Armor said.

"He's not wrong, I still think we should just go back to Earth, my parents probably know we're gone and probably furious, if we go back they might go easy on us," Franklin said.

Mayday sighed, "So hopeless."

Sonata approached Mayday, "Come on, I'll take you to the Crystal Empire and we can play some fun games to pass the time. Your cousin's there waiting, so are The Cake Twins, maybe you can introduce your new coltfriend to them."

Mayday groaned, "He's NOT my coltfriend!"

Sonata giggled, "Right...also be careful, you don't want Pound Cake to get jealous, I think he likes you too."

"Sonata!" Mayday shouted, her face turning all sorts of red from embarrassment and annoyance.

Shocker and Vega glanced at each other slightly, then back at Sonata who was gesturing them to follow her.

"Take some guards with you just in case, I'm gonna go help Twily," Shining Armor said, then advanced with his army.

Mayday groaned as she and Franklin followed Sonata and her friends back to the Crystal Empire.

In the Capcom world, Chun Li has called over some extra heroes, hoping to explain a few things to them. "Alright, as you just heard, Equestria is in danger thanks to enemies from our world. It's our responsibility to go and bring them to justice, so I'm gonna put together two teams, both teams will go and complete two objectives, defeat our enemies and keep the ponies safe."

Julia then stepped up, "One thing I really want to make sure each of you understand very well. You are going to help Peter defeat these enemies, not hog them for yourself. This isn't about your rivalry as Dr. Strange said, this is about saving the ponies of Equestria, so please do NOT start picking fights with Peter or whatever superhero allies he brings, and do not tell Peter to 'stand aside' while you fight. Let's not allow this to get worse than it is now, last time it nearly cost you the three worlds, don't let this happen again."

Dante groaned as he rolled his eyes, "Yeah, yeah, we got that. Help Parker and his pony friends, will do."

Chun Li spoke up again, "Now then. For this mission, I will bring Ryu, Chris Redfield, Dante, Nathan Spencer and Strider Hiryu. Please make your way towards Dr. Strange and Madame web."

The fighters did as asked, though Chun Li was then approached by Jill. "What about me?"

"You want to come as well?" Chun Li asked.

"Of course, I want to defeat Wesker too, I have my past with him as well, I need to help Chris," Jill said.

"True, alright you can join, now anyone else?" Chun Li asked.

"There's an evil robot there, anyone here that can stop that?" Strange asked.

"I can," one Fighter said. That fighter approached Strange. "I'm called Zero, I'm the top fighting robot in Capcom, rivaled only by Mega Man X."

Suddenly another Fighter stepped forward. "What about me? I'm the original Mega Man after all."

Zero looked down to the blue robot, "No offense kid, but my upgrades exceed yours, I doubt you could help much."

"Hey! I can too help!" Mega Man insisted.

"Let him come," Ryu said. "Both could be of use after all."

"Yeah don't underestimate the Classic Mega Man," Spencer said.

Chun Li nodded, "Alright, Jill, Zero and Rock will join us as well, the rest of you stay and keep alert, if we need you, we'll contact you."

One fighter, Ken Masters, nodded his head, "Sounds good Chun Li, good luck, all of you."

"Say hi to the other Felicia for me," the Neko Fighter Felicia said.

The other fighters wished them luck as Dr. Strange and Julia started to work their magic. Within moments the Capcom Fighters were teleported to Equestria.

Back with Peter and Twilight, they were doing their best to fend off the Capcom villains, but were starting to feel overwhelmed.

Wesker was attacking Peter with quick strikes, getting Peter at several angles, hitting various parts of his body, then allowed Juri to rush in with some kicks, knocking Peter to the floor.

Kraven picked him up and started punching his gut a few times and then hitting a strong backhand, knocking Peter into Wesker as he did a jump spin kick to Peter's face, while Juri rushed in with a strong kick to his back.

Twilight tried zapping Vergil but the half demon continously dodged and then kicked her in the head, allowing Tron to grab her with her Gustaff and slam Twilight down a bit. She then threw her towards Balrog, who clocked Twilight hard with a punch, knocking her back to the Gustaff.

Tron then grabbed Twilight with her hooves and started slapping her around a bit, then kicking her off the machine as Vergil hit Twilight's back with the grip of his sword, then kicked her aside.

Wesker then approached Twilight and lifted her up to punch her hard a few times and then kneed her away, before focusing again on Peter.

The hero tried to attack Wesker with a quick punch, but Vergil rushed in to strike his face with the sword grip and kicked him backwards, then Juri rushed over to do some quick kicks to Peter's face. Balrog then rushed over and landed a few strong punches on the weakened hero, to which Kraven then got in another strong punch. Tron grabbed Peter with her machine and slammed him into the ground, then started dragging him along, tossing him to Wesker afterwards as he did an upwards kick that knocked Peter into the air, then jumped up to do a forward rotating kick downwards, sending Peter crashing down to the ground below.

Ultron landed by them, wanting his turn at the two. First he grabbed Twilight and kneed her face hard, then grabbed her tail to slam her down three times, then blasted her off with a laser attack.

He then grabbed Peter by his suit and struck his face a bit, then tossed him into the air. As he came back down, Ultron whacked him aside and then sent another laser after Peter, catching the hero mid-air in a blast.

Wesker approached the downed hero, looking at him with a hint of satisfaction, but some minor disappointment. Suddenly he saw that Peter was struggling to get up.

"You still have some fight left it seems, good." Wesker grabbed him by his suit, glaring into his eyes. "I will give you some credit, you're a great fighter and a valiant warrior, despite your arrogance and self-righteous morals, I do hold some degree of respect for you. It's such a shame that is has to end like this, you could have been something. Oh well, maybe I'll have better luck with your children."

Peter coughed a bit while glaring, "Leave...them...out of this..."

Wesker scoffed, "Even in your weakest moment you care so deeply for them, that's the sign of a good father. Don't worry, your children will remember you fondly Peter." Wesker then raised his hoof, ready for another strike when he heard a familiar voice call out.

"Put him down Wesker!"

Wesker groaned and looked to the side with shock and anger. "Of course you'd be here, Chris."

Wesker dropped Peter as he looked in the direction of his former pupil, who obviously wasn't alone. "Of course I'm here, until you're dealt with I will always come after you Wesker!"

Wesker rolled his eyes at Chris's words, "Ever so self-righteous, it seems to be a common thing among these three worlds."

Jill also stepped forward, "You never give up, do you Wesker? You always have to find a way to keep causing trouble for everyone around you, no matter what world it is."

Twilight crawled toward the area, "Peter..."

Before she could get there, she felt strong and painful pressure on her back. Vergil had stomped hard on her back, "Where do you think you're going!?"

"Picking on ponies bro?" Dante called out, getting Vergil's attention. "I thought you were better than that."

"You're the last person I wanna see Dante, why are you even here? Is this another failed attempt at stopping me!?" Vergil asked.

"I've beaten you before bro, kinda hoped you would have changed by now, go back to being the brother I knew growing up, the kind that was actually my friend. You can't imagine how frustrated I am knowing you still choose to be like this," Dante said, holding back some anger.

"The brother you knew is gone, he was a fool. I'm just embracing what I'm meant to be, I'm bracing to be the great warrior that dad was," Vergil said.

"Dad wouldn't approve of this, you know that!" Dante said.

"Like you would know, if he were here right now he'd understand," Vergil said.

Dante sighed, "So delusional."

Soon the other villains showed up, glaring at the Capcom Warriors.

"Oh, Chun Li showed up, and she brought her back-up," Juri said.

Chun Li crossed her forelegs, "So you're actually working with Wesker? What do you hope to gain from that?"

"I have my reasons, ones you don't need to know," Juri said.

Chun Li turned to Balrog, "I really can't believe Wesker still has a moron like you around."

"You want some!?" Balrog shouted, getting into a fighting position.

Tron noticed Mega Man among them, she looked around the group some more and saw Zero. She let out a sigh of annoyance, "I was hoping my Mega Man would be here, he's at least easy on the eyes. Instead I get the pipsqueak and the Mega Man X wannabe."

Mega Man shook his head, "You're really weird."

Zero aimed his sword at her, "At least I'm a real deal, you're just some petty thief with a bunch of silly looking robots obeying your every word."

Tron glared at Zero, "Hey! No one makes fun of my Servbots but me!"

"Why are you even here!? Compared to Wesker you're just some bratty little girl!" Zero said.

"Yeah, why did Wesker recruit her?" Mega Man asked.

"Simple, she's gifted when it comes to creating technology," Wesker said. "I'm more bio-related science, Vergil is dark magic, we needed someone with technology, it was either Tron or that old guy you constantly fight. I'd rather someone youthful quite honestly, even if she can be a pain at times."

Tron pouted, "How am I a pain? Look at Vergil, he complains a lot!"

"Don't you start with me! You're the one who constantly nags at those silly toys of yours!" Vergil shouted.

"Hey! What did I say about making fun of my Servbots!" Tron shouted.

"Next time don't make something so ridiculous!" Vergil shouted.

Before this could continue, Wesker angrily shouted. "Enough! Quit acting like children!"

"She/He started it!" both said, then glared slightly, causing Wesker to shake his head in annoyance.

"This is why I don't like working with others," he muttered.

Ultron stepped forward, glaring at the Capcom fighters, who looked slightly concerned.

"That must be the robot Strange warned us about," Spencer said.

Mega Man looked almost amazed, "That robot...is he that Ultron guy we've heard about?"

"You are correct young warrior, I am Ultron, the ultimate robot fighter," Ultron said.

Zero scoffed, "Sorry pal, that title is mine to claim."

While the heroes glared, Chun Li took this time to approach Peter. "Hey, are you alright?"

Peter groaned as he looked up, "I'm fine...but how did you get here?"

"Dr. Strange and Madame Web brought us," Chun Li explained.

"They did?" Peter said, then looked to see the two in question standing nearby. "So you were able go to their world after all?"

"Yeah, wasn't easy, though the link was weakened for some reason, I guess they tried to get here before," Strange said.

"Yeah, do you remember Leon Kennedy?" Chun Li asked, getting a nod from Peter. "He came through a portal about two years ago, but instead of ending up here, he found himself in some Dystopian Future."

"Dystopian Future?" Peter said, then remembered. "Of course, the one with Sweetie Belle and the Changelings."

" _The world I was from_ ," Dream said.

"He went there a few times, I guess he either made some friends or wanted to help, but we could never come to this Equestria specifically," Chun Li said.

"Yeah, it's usually hard to get here, the fact that Eris, Julia and Strange can warp to these other worlds should almost be impossible," Peter said.

Ryu approached Peter with a serious glare, "Are you injured?"

Peter checked himself, "I'm a little banged up, but I should be fine soon."

"Good, now do us a favor and stay on the side while me and my allies handle this," Ryu said.

Peter furrowed his brow, "Dude seriously? This crap again? Did you not learn anything from six years ago!?"

"What I mean is, let us handle this for now because you're too hurt to keep fighting. Once you've recovered then we can fight together, but for now you need to think of your health," Ryu said.

Peter blinked, "Oh...Oooooh right, sorry." Peter rubbed his head in embarrassment, "Probably shouldn't have jumped to conclusions."

"It's fine, I should have stated that better, you are not at fault," Ryu said.

Peter nodded, "Well I'll take my break for now, though can someone go help Twilight?"

"Here, take her," Vergil said, then kicked Twilight toward where Peter is. "She's beaten anyway."

Peter glared and clenched his hoof into a fist, "If you ever kick my wife like that again..."

"Peter, we got this," Ryu said, approaching the villains. "There is no escape for you."

Chun Li helped Peter and Twilight to the side as she and her allies went to stand by Ryu.

"Alright, take them down quickly," Chris said, getting his gun out.

"Time to rock, baby," Dante said, twirling his guns.

"Let's do this," Chun Li said, getting into her fighting stance.

Ryu tightened his headband, "You better give it your all." Ryu also got into his fighting stance.

The other fighters into into position to fight, the villains doing the same. But before anything could start, Ultron suddenly took to the air. "Pardon me, but I need to check on my robots, I do have a world I need destroyed." Ultron then flew off, more of his clones appearing and flying in his direction.

"Dammit!" Chun Li shouted, then turned to Jill. "Go after him quick, take Zero and Rock with you!"

"You sure about that!?" Jill asked.

"Yes, now hurry!" Chun Li said, to which Jill gestured for her group to follow. Mega Man looked conflicted, he wanted to help Chun Li, but he knew he had to do as asked. He too followed Jill.

Wesker noticed that Dr. Strange and Julia were distracted, taking this moment, he ran over and punched Strange hard in the gut and then kicked him toward some rocks.

Julia looked surprised, even more so when she felt the pain of Vergil's light swords going through her. Suddenly Vergil had rushed over and whacked her back.

Chris quickly turned around and fired his gun at Wesker, but Wesker dodged with ease and appeared before Chris, punching him away.

Dante rushed at Vergil with his sword, but Vergil blocked with his own and kicked Dante back before hitting him with some light swords.

Juri rushed to attack Ryu, but he managed to block and kick the side of her head, and then did a quick turn kick to her gut. She attacked again but Ryu parried and kneed her gut, then hit his trademark uppercut. "Shoryuken!"

Balrog rushed to punch Spencer, but he rolled out the way and whacked him back with the Bionic Arm. "You think you can beat me!?" Balrog rushed to attack again, but Wesker hit an uppercut, then used his wire to bring slam Balrog down to the ground. "Bet that hurt."

Tron rushed to punch Chun Li with her Gustaff, but she back cart wheeled out the way and then kicked the front of the robot hard, then did more of her kicks to the center. Tron fired a Ray gun at Chun Li, but again she dodged out the way and kicked the robot again, making it stumble.

"That's it!" Tron grabbed a rock from the ground and tossed it at Chun Li, though Chun Li kicked through the rock. Unfortunately she was left open for Tron to rush in and do a Gustaff punch, knocking the experienced martial artist back. "Take that!"

Kraven and Strider got into a sword fight, Kraven had an advantage with his two swords, but Strider still proved to be more than a match.

Strider managed to knock one sword out of Kraven's hoof, and then went in with a strike, but Kraven dodged and grabbed the sword again for another attack. Strider quickly blocked though and the two continued fighting.

Chris was evading Wesker's attacks, firing at him from a distance, though as Wesker got closer, Chris managed to narrowly dodge his attack and go for some quick punches. Wesker knocked Chris back and ran after him, but Chris dropped a grenade and jumped out the way as Wesker was blasted back from the explosion.

Chris then grabbed a machine gun and fired at Wesker, hitting him several times, then rushing in with a strong strike to his face, then whacking Wesker with his gun before throwing down a fire grenade, burning Wesker.

"Some God you are!" Chris said, grabbing another grenade to throw at Wesker, knocking him further back. "Losing to a mere mortal."

Dante and Vergil continued striking swords, Dante slowly starting to get the advantage. He managed to knock the sword away and did a sucker punch to Vergil, then put his own sword away quickly to whip out his guns and fired at Vergil, knocking his brother back.

Dante then rushed in with his sword again and attacked Vergil, cutting him several times with the blade and then did a strong punch to his face.

"You're losing your touch bro," Dante taunted.

Ryu was also overpowering Juri, getting some quick kicks to her sides and legs, then punching her gut several times before blasting her back. "Hadouken!"

Juri fell over, glaring at the fighter, "I can see why Bison was so interested in you." She went in for another attack, this time managing to kick him in the head and then do a strong punch to his jaw.

Ryu rubbed his face and then did a strike of his own, a back hoof across her face and then some light middle punches, followed by a strong high kick.

Balrog continued to try and attack Spencer, getting a few lucky hits, but Spencer was proving to be more than a match. Spencer punched Balrog hard in the stomach and then punched him yards back. Spencer grappled him and pulled him in for a strong back hand, then grabbed him again to toss him toward Ponyville, landing through the roof of a house.

"Yeesh, hope no one was home," Spencer said, then noticed Tron attacking Chun Li. "Time to move to the next challenge."

Tron continued to attack Chun Li with her quick strikes, but Chun Li continued to roll out the way, kicking Tron away from her and then blasting her with her own fireball. "Kikoken!"

Tron stumbled back, then sent a few Servbots to attack Chun Li. "Take her down!"

The Servbots jumped at the fighter, barely fighting, one was kicking her leg, one was punching her back, another pulled her hair.

"Ah! Stupid robots! Get off me!" She then knocked the three back a little and caught them in an attack. "Spinning Bird Kick!"

During this, Tron rushed in to attack with a back hand from her Gustaff.

"That'll teach you to-" suddenly she found herself launched into the air and landing down hard, rolling out of her Gustaff.

Chun Li saw Spencer standing where Tron was a moment ago and smirked a little. "Nice hit."

Spencer grinned in satisfaction, "Thanks, she had it coming to her." Suddenly another Servbot came to kick Spencer's leg, though once again proving to be more of an annoyance than anything. "Buzz off." He then whacked the robot away, "Stupid thing."

Kraven then landed next to them, in some pain. Strider walked over to the two, "I see you're handling yourselves well, with any luck we should be able to defeat these villains quickly."

"Yeah, let's finish this up," Chun Li said.

Wesker noticed from his position that his team was losing. "Why must I work with such incompetence, I swear once I rule these worlds, the first thing I'm gonna do it-" Wesker's self talk was interrupted with a punch from Chris.

"Hey, we're still fighting!"

Wesker sped up and punched Chris across the field. He noticed Vergil and Dante fighting nearby, Vergil fairing better than his teammates, but struggling just a bit.

Wesker decided to tip the balance in Vergil's favor, so he rushed over behind Dante and kicked his hind legs, throwing Dante off balance and allowing Vergil to attack with a swipe of his sword across Dante's chest, then a kick to Dante's face.

"I could have handled that alone," Vergil said.

Wesker shrugged, "I'm sure you could have, but I want this over quickly."

Chris rushed over to the two, but Vergil sent a light sword through his fore leg, causing Chris to tumble over, allowing Wesker to rush in and hit his version of a 'Tiger Uppercut'.

Dante rushed to attack Wesker, but he sidestepped and punched Dante hard in the back, then Vergil sent several light swords to hit Dante. Wesker then grabbed Dante and slammed him down, hitting his 'Windmill' kick onto his chest.

"Just as foolish as Chris," Wesker said and kicked Dante away.

The two noticed Juri struggling a bit against Ryu, so they rushed over just as Ryu kicked her away. Vergil went for a punch, but Ryu was able to notice and block it last second, but he was left open for another punch, this time from Wesker into his gut, then Vergil did a kick to under his chin, knocking Ryu back.

The two then rushed to attack Ryu, the Street Fighter blocking most of their attacks but in the end, both managed to do a strong punch to his gut and a strong uppercut, stumbling him backwards, allowing Juri to kick Ryu away.

Suddenly, Chun Li, Spencer and Strider approached the trio.

"You're not getting away with this!" Chun Li said, rushing in and battling against Juri, both matching blows. Strider traded sword strikes with Vergil while Spencer went to attack Wesker.

During this, Tron contacted Ultron through a radio. "Send some of your robots this way!"

"Having trouble?" Ultron asked in a condescending tone.

"Just do it, you want these pests out of the way or not!?" Tron asked.

"Watch your tone little girl, I'm not one of your little Servbots, but I will still gladly send my robots to handle your little problem," Ultron said.

The Capcom fighters continued their battle against the villains, Wesker and Vergil proving to be some trouble for Spencer and Strider.

As Spencer went for a punch, Wesker ducked and hit Spencer hard in the stomach area and did a strong kick to knock Spener far back. Wesker then immediately appeared before Spencer and grabbed him by his shirt, "Just another experiment that can't handle my power." He then tossed him into the air and jumped up to kick him away.

Vergil continued to attack Strider, eventually knocking his sword away and doing some quick strikes, cutting Strider in several areas and then punched him in the gut. "You're a great swordsman." He then kicked him away, "But you pale in comparison to me."

Wesker and Vergil both went to attack Chun Li, who did her best to fend off three fighters. They started to overpower her though, getting some quick strikes at several angles, but before it can continue, Wesker and Vergil were suddenly thwipped away.

Chun Li noticed that Peter was back on his hooves, "Hey, you're supposed to be resting."

"I'm fine, I have accelerated healing remember?" Peter said.

"You still don't look like you're ready to fight though," Chun Li said, then blocked an attack from Juri.

Peter then rushed in and punched Juri in the gut and kicked her away. "It's enough," Peter then did a goofy grin. "Besides I can't sit back and let such a pretty lady fight alone."

Chun Li returned the grin, "Wow, quite the gentleman aren't you?"

The two heard a yelp, then turned around to see that Wesker was holding Twilight by her mane as Vergil held his sword near her.

"Forget about somepony?" Wesker asked coyly.

Peter's eyes widened, "No! Put her down!"

"Not until you surrender to us Spider-Man," Vergil demanded.

Peter gritted his teeth, "Damn you two."

Chun Li also gritted her teeth, "You cowards! Are you so desperate to win that you resort to dishonorable tactics!? Threatening harm on an injured pony!?"

"We do what it takes to emerge victoriously!" Vergil shouted.

Wesker pulled Twilight's mane harder, causing her to yell out in pain. Peter and Chun Li were about to attack, but Vergil held his sword closer. "One more step and you'll regret it!"

Peter and Chun Li looked at a loss, how could they attack and keep Twilight safe from harm?

"Last chance, surrender, now!" Vergil demanded.

Luckily for the two, Wesker was suddenly kicked from behind. Vergil turned around and was suddenly blasted by some magic.

Peter and Chun Li were pleasantly surprised to see Julia and Dr. Strange back on their hooves.

"Take Twilight someplace safe! We'll hold the villains off!" Julia said.

Peter shook his head, "No, that's not necessary, there's only two left, we can-"

"That's what you think!" Tron interrupted. They turned around and saw the mare, not in her Gustaff, but standing triumphantly.

"What are you talking about!?" Peter asked.

Tron pointed to the distance, the sight of the Ultron bots getting closer drew some fear and worry for Peter.

"You need to run!" Julia shouted.

Peter shook his head, "We're not gonna leave you to deal with all those robots! There must be another-"

Suddenly Wesker had attacked Peter from behind, hitting him in the back of his neck, bringing the hero down.

Chun Li turned to attack Wesker, but Vergil also hit the back of her head, bringing her down.

The two turned to Strange and Julia, but before then could attack, Ryu rushed over and hit Wesker with a Shoryuken, then blasted Vergil with a Hadouken.

"Get your allies and run! It won't be safe here!" Strange shouted.

Ryu looked conflicted, "What about you!? How will you survive this!?"

"That's not important, right now the only ones who need to survive is you, your allies and especially Peter!"

Ryu noticed Wesker and Vergil stand up, but Julia and Strange blocked the path, blasting them back with magic.

"Hurry and run!" Strange shouted.

Dante and Chris arrived, helping Twilight and Chun Li up while Ryu helped up Peter.

"Try to come back!" Ryu said, then assisted the others out of there while the two ponies continued to hold off Wesker and Vergil.

Before long, Strider also managed to catch up to them, as did Spencer as Ryu got them far away.

Strange and Julia continued to blast the villains back, but soon the robots arrived, surrounding the two along with Wesker and Vergil.

"Brave choice you made," Wesker said.

"But also a foolish one," Vergil said.

Eventually the other villains also surrounded them, leaving the two alone, but ready to put up a fight. Even if they don't win, they'll still try their best.

Meanwhile back on Marvel Earth, Ben is talking with Susan and Reed.

"How could this have happened!? How did they build a portal to Equestria!?" Susan shouted.

"Peter did say Mayday is highly gifted for her age, perhaps that's a reason," Reed said.

Susan groaned, "It doesn't matter, let's hurry and get those kids back!"

"Gonna be hard, compared to Johnny, none of us know Equestria too well, the only town we've really been to was Ponyville," Ben said.

"Maybe we'll get lucky and land in Ponyville? Or maybe we'll meet with the Pie Sisters? I don't know and I don't care, we just need to get those children-" Suddenly they heard a knock at the door. "Who could that be!?"

Susan opened the door in a quick haste, "I'm sorry but we don't have time for-" She stopped when she saw who was at the door. "What are you all doing here?"

Standing at the door were the group of Laura Kinney/X-23, Wade Wilson/Deadpool, Scott Lang/Ant Man and a young five year old girl with him.

"We heard Fluttershy was here," Laura said.

"And Pinkie Pie!" Deadpool shouted.

Susan nodded, "Yeah, but what's your point?"

"Well duh, I came to see Fluttershy! Where is she!?" Laura asked angrily.

"She went back to Equestria with the others...wait Scott, why are you here!?" Susan asked.

"When we heard that the Equestrians were here, we also thought that maybe a dragon named Spike was with them," Scott said.

"He wasn't, Janet went to Equestria to find him," Susan said.

The girl looked to Scott, "Where did mommy go?"

"She went to find your daddy, probaby gonna try to bring him back here," Scott said.

The girl looked excited, "I get to meet my daddy!?"

"If your mommy can bring him back," Scott said.

Susan shook her head, "Look, we don't have time for this, me along with Reed and Ben were on our way to Equestria, apparently Spider-Man's daughter, who was supposed to stay here until her parents were done, opened a portal to Equestria and-"

"THERE'S AN OPEN PORTAL!?" Deadpool shouted.

"SO THE ONLY THING STANDING BETWEEN ME AND FLUTTERSHY IS YOU!?" Laura shouted.

"I WANNA SEE MY DADDY!" the girl shouted.

"SINCE WHEN DID WE RANDOMLY START YELLING!?" Scott asked.

"WILL YOU ALL BE QUIET!?" Susan shouted, startling the four.

Reed shook his head, "This is getting us nowhere, why don't all of us just go? The portal is in the lab, so we can easily just jump through."

Ben scratched his head, "Is that really a good idea, I heard it ain't safe."

Reed turned to him a moment, "We have little choice, plus Deadpool and Laura can help us navigate around a little better." Reed turned back to them, "So what do you say-Wait where did they go?"

From the other room they can hear the shouts of the others.

"Fluttershy!"

"Pinkie Pie!"

"Daddy!"

"...I have no one I want to see!"

Susan groaned, "Better hurry before they leave us behind."

As they rushed to the portal, Reed took this time to remind Susan, "Well half of them were never ponies, so the initial shock will keep them stalled a moment."

With that, the rest of the Fantastic Four entered the portal.


	6. Multi-City Rescue

At the Crystal Empire, Sonata had long arrived with her friends and with the two foals. Cadance was checking on some of the ponies who had already escaped mainly from Ponyville. She had already been informed of what happened with Peter and the others, but still had a sense of worry.

"I'm glad Peter and Twilight are safe," Cadance said. "But those horrible ponies are still out there doing who knows what?"

Sonata turned to Vega, "Any idea what their plan is?"

"Simple, Complete Multiverse Saturation," Vega said.

Sonata looked even more curious, "Care to elaborate?"

"Wesker, Vergil and Ultron wish for all current lifeforms to cease existence in favor of more superior lifeforms, while each have different ideas, they have the same main and immediate goal," Vega said.

"Is there a way to stop them? Like any weaknesses?" Cadance asked.

"None that I know of, even if you did know I doubt you could exploit them," Vega said.

While this went on, Mayday just sat there really irritated, knowing her family's in danger and there's nothing she could do about it. Franklin patted her hoof, hoping to reassure her, "Don't worry Mayday, your parents can figure something out. My mom, dad, Uncle Johnny and Uncle Ben always told me how great of a hero he is, how he can do such great things. They always say that he's the most Amazing Superhero in existence."

Mayday's mood wasn't lifted much, she couldn't help but feel so worried, she could only remember how she felt during the Sinister Six attack, and then again when fighting Tirek, and how she almost made things much worse, actions she has a hard time forgiving herself over. Franklin pulled her into a small hug, hoping to cheer her up.

Sonata noticed Mayday's mood and Franklin trying to cheer him up, just a moment ago she seemed so confident, but it looks like the situation is settling in again, either seeing those robots or just being stuck in the Crystal Empire, away from her dad. She looked to the skies, "Peter, please make it back soon."

Elsewhere, Johnny Storm had flown to Cloudsdale, looking for any sign of Ultron's robots. He was joined by Rainbow Dash, who caught up with him when he was flying off and suggested they go to Cloudsdale first.

"There's a lot of robots there! We gotta take them down!" Johnny said.

Johnny and Rainbow Dash flew over Cloudsdale, knocking several robots out of the sky, with

Johnny blasting them with his fire and Rainbow Dash zapping them with lighting from nearby clouds.

Johnny saw several Pegasi flying out of Cloudsdale in a panic, realizing how dangerous this situation was becoming.

"Damn, these ponies are doomed unless we try something," Johnny said.

Rainbow Dash pointed, "Look!"

Coming from nearby were Equestria's major flight team, The Wonderbolts. They flew around, kicking down several of the robots. Johnny recognized three of them right away.

"Spitfire!? Soarin!? Fleetfoot!?"

Spitfire turned her attention to where the voice was coming from. "No way...Johnny Storm!?"

One robot tried attacking her from behind, but she quickly elbowed it in the face and kicked it down. Another came at her but Johnny blasted it with fire as he approached her.

"The Captain of the Wonderbolts herself, what's up Spitfire?" Johnny asked.

"Never thought I'd see you again, how'd you get back to Equestria?" Spitfire asked.

"Help from Peter, he brought all our friends back, plus The Avengers, or four of them at least," Johnny said.

"Ah, The Avengers, that's a group I'd like to work with," Spitfire said.

Rainbow Dash flew over to them as Soarin and Fleetfoot did the same.

"Whoa, is that the Equine Torch?" Fleetfoot asked.

"I think that is, you can tell from the 4 on his suit," Soarin said.

Johnny showed off his fire powers, "You bet I am, Johnny Storm is back in Equestria."

"Awesome, he can help us defeat whatever's attacking us...but what exactly is attacking us?" Fleetfoot asked.

"Rainbow Dash, do you know what's happening?" Spitfire asked.

"Remember those Capcom villains? They came back and brought this evil robot who summoned all these robots," Rainbow Dash said.

"The robots are actually from my world, Wesker recruited this android named Ultron and they came here to cause problems," Johnny said.

"I can see that, anyway it's no problem for us, once we save this city, we'll meet with other Wonderbolts and save the others," Spitfire said.

"Oh so not all of them are here?" Rainbow Dash asked.

"No, several are spread out, including Sky Stinger and Vapor Trails," Spitfire said.

Rainbow Dash grinned and turned to Johnny, "I trained them, now they're two of our best."

"Wow really? Cool, hope to see them for myself," Johnny said.

"I'm sure you will, but right now, we need to hurry and get rid of these robots," Spitfire said urgently.

The two nodded, Spitfire was correct after all.

"Let's get to it then," Johnny said, then the group flew down and attacked the robots.

Off at another city, Logan is attacking some of the robots with his claws, taking them down one by one. Trixie had joined with him after seeing him head one direction alone. She figured in a situation like this, it's not a good idea to fight alone.

"Where did all these robots even come from!?" Trixie asked.

"Ultron likes to make clones of himself, just keep attacking," Logan said, taking down each robot.

Trixie blasted several back, staying close to Logan. When too many got close, she quickly created illusion clones of herself to confuse the robots. Though with their senses, it won't be long before they figure out which Trixie is which, but Logan had just enough time to take each robot down.

Trixie sighed, "Wow, this is turning out easier than I thought."

"Don't let yer guard down, that will make things worse in an instant," Logan warned.

Trixie nodded, "Good point."

Logan patted her back, "Yer pretty good though, from what I saw in the Danger Room, you seem to have some practice."

"Yeah, I trained with Peter and Twilight a year ago, I wanted to get strong enough to protect my family," Trixie said.

Logan smirked a little, "Keep at it, soon 'Great and Powerful' won't be enough to describe you."

Trixie blushed at that, "Thanks Logan, and you're still 'The Best in the World at what you do'."

Logan nodded, then heard the yelling of a mare. "Get away from me you freakish robots!"

Logan's ears twitched, "That sounded like..."

The two listened some more. "You want some of my awesome! Bring it on!"

Trixie gasped, "Is that?"

The two rushed over to where the voice was and encountered a mare familiar to the both of them. "Lightning Dust!"

The mare, Lightning Dust, looked over to them in surprise, "Trixie? Is that you!? And Logan!? You're back!? When did you get back!?"

Logan got his claws out, "I'll answer that later, now stand out of the way!" He rushed in and took down all the robots in his sight while Trixie rushed to check on Lightning Dust.

"Are you hurt?" Trixie asked, removing her mask to check better. "Any injuries?"

"I'm fine...but what's with the goofy suit? You look kinda weird," Lightning Dust said.

Trixie groaned, "It's a superhero suit I worked long and hard on, I would appreciate it if you didn't look down upon my hard work!"

Lightning put her hooves up defensively, "Sorry Trixie, it's pretty well made at least. I heard you did help fight off Tirek's forces a year ago, so respect on that."

Trixie let out a humph, "Glad you have some appreciation for The Great and Powerful, Mysterio!" Trixie then got into her own heroic pose.

Lightning Dust looked a bit confused, "Mysterio? That's the name you're going for? I guess it works, but still..."

"Peter came up with it, he knew a Mysterio, though that one wasn't very friendly," Trixie said.

"Well, at least you are," Lightning Dust said.

"Any chance you girls can chat later, we need to save the ponies of this city!" Logan shouted, taking down each of the robots.

Trixie nodded, "Right," she turned to Lightning Dust. "Will you fight with us or go hide? It doesn't matter to me which one you choose."

Lightning thought it over, while hiding sounded ideal, it would make her look bad, and she would like Trixie to see her as awesome. Plus she'll also worry for Logan. "I'll fight with you."

Trixie nodded, "Alright then." She put her mask back on as she turned to Logan, "Let's get to it."

Logan nodded and turned to the robots, "Let's go bubs!" He and the two mares rushed at the robots.

Off in another city, Black Cat is helping in taking down the robots, using her Earth Pony strength to fend them off, though she was having some trouble.

"Hurry up guys, we gotta act fast if we wanna save the ponies of this town!" Black Cat said urgently.

Thunderlane is flying around, kicking several robots out of the air. "Where's Parker? Should he be here helping!?"

"These robots are attacking all of Equestria, Peter can't be everywhere at once!" Black Cat said, punching a robot.

A few robots had been blasted away by Electro, "With the way many boast about him, you think he can be."

As they continued fighting the robots, suddenly a few of them were hit with ice and shattered. The trio looked to see Bobby using his powers to blast several robots from nearby while Rarity, who decided to follow Bobby to make sure he's safe, used her magic to help zap the robots.

"How did Ultron get so many robots into this world!? How many does he even have!?" Bobby said in disbelief.

"Your world has the strangest villains," Rarity said.

As they attacked the robots, Black Cat jumped in to help fight away one, getting their attention. "Great to see you here Rarity, though I didn't expect to see Bobby again anytime soon."

"Is that how you greet someone you haven't seen in six years?" Bobby asked. "I'm surprised you're even still active Felicia, how old are you now anyway?"

"Never ask a girl her age," Black Cat said with a smirk.

Rarity shook her head at Black Cat's attitude, but was surprised when Thunderlane approached her. She hadn't seen him in so long. "Thunderlane, didn't expect to see you here."

"Black Cat needed my help, so now I'm destroying robots," Thunderlane explained as if this was considered normal.

"Well it's nice to see you again, especially considering the last time I saw you wasn't in the best of ways," Rarity said.

"Yeah, that was a wild time," Thunderlane said with a nervous chuckle.

Rarity nodded, then noticed an odd sight, "Wait, is that one of Peter's old enemies?" Rarity was referring to Electro, who was destroying more robots.

"Yeah, Felicia got him on our side somehow," Thunderlane said.

Bobby also noticed from where he was, "What's Electro doing here!? Is he aligned with Wesker!?"

Electro grumbled a bit, "No I'm not aligned with Wesker, can't stand the guy. I'm just doing this to get some payback on him and that damn girlfriend of his."

Bobby looked weirded out, "What girlfriend? Who would date Wesker? Who would Wesker even date? I figured he's too much in love with himself to fall in love with someone else."

"It's a long story, can we just stop these robots so the ponies can escape better!?" Black Cat suggested.

The others nodded in agreement and helped her take down the robots.

In the city; Cap, Stark and Wasp are battling against the robots, making sure the ponies escape the city safely.

"Quickly, out of the city!" Cap shouted as he gestured away from the city to the ponies. Some robots flew towards the ponies but Cap managed to knock them around with his shield.

"Good thing these robots aren't so strong, I guess Ultron doesn't want anything to overpower him," Stark said.

"It's not their strength that's the problem, it's the numbers," Cap reminded.

"Less talking! More blasting!" Wasp shouted, zipping around to zap everything in sight. She was not happy in the slightest, she treated these robots with the same rage she would treat Ultron with. "I'm not gonna rest until these damn robots disappear!"

Stark scratched his head, "Wow, she's pretty mad."

"Can you blame her? After everything she's gone through because of Ultron?" Cap said.

"Yeah I guess," Stark said and zapped more robots.

Cap looked around, making sure everyone had escaped but spotted two mares in particular who seemed to be surrounded by robots, one of them putting her hooves up as if she wanted to fight.

"I'll take ya, no problem!" The mare said.

As the robots got closer, Cap quickly rushed in and whacked one away. Another approached but Cap bashed it's face with his shield. Then used his shield to take another one apart.

The mare looked impressed, "Whoa, are you that Captain America guy?"

Cap nodded, "Yes, you know of me?"

"I saw ya a few years ago, you liked my cousin's Apple Pie," the mare said.

"Cousin? Applejack? Are you related?" Cap asked.

"Yeah, I'm her cousin Babs Seed."

Cap had a recollection, "Babs Seed? I think her sister Apple Bloom mentioned you."

Stark flew in to observe this situation, "Steve, there's still more robots, we gotta hurry and-" Stark stopped talking when he noticed the mare behind Babs. "Hello, who's this?"

Babs looked to the mare, "You mean Coco? Me and her were trying to escape the city together. I was hoping to check on my aunt and uncle, then we got attacked by them robots."

Coco Pommel looked up and waved shyly, "Hello."

Stark revealed his face through his helmet, "Hello young filly, name's Tony Stark, the Iron Stallion, I'm sure you've heard of me."

"Yeah, I've seen you before, Miss Rarity has also mentioned you," Coco said.

"Oh, friend of Rarity? I know Rarity myself, smart mare," Stark said.

Cap rolled his eyes, "Now who's wasting time?"

Stark groaned, "Fine, let's just take care of the robots in this area, then we can evacuate the city."

As they continued to fight the robots, to their surprise a group of dragons had arrived. Wasp watched as these dragons quickly took down the robots, beginning to feel some excitement. "Is Spike around?"

Surely enough, Spike arrived at the sight, taking down the robots with his fire and what looks to be a sword. He successfully merged the flame to his sword as he struck down the robots.

Wasp watched in awe as Spike proved his strength against the robots, he looks so awesome doing so. Once the robots were dealt with, Spike sheathed his sword to observe for any ponies who might need help.

"Man, I can't believe this many robots attacked, I heard Wesker meant business but this is too far. The last thing we need is another Tirek situation," Spike said.

"Spike!" Wasp shouted, getting his attention.

"J-Janet!?" Spike said, very shocked and surprised to see his old marefriend.

Wasp changed back into her pony form and rushed over to hug Spike, fortunately he hadn't grown that much, he's only a couple inches taller than she remembers, making it easier to fully embrace him. "Oh Spike! I thought I would never see you again!" She started to kiss his face over and over, a bit awkward for Cap, Stark, Babs, Coco and the nearby dragons to see.

Spike broke away from the hug, still in shock. "Janet!? How did you get here!?"

"Oh, um some creature named Eris, she brought me here after she brought Peter back to our world," Wasp explained.

Spike then remembered having gotten a message from Eris a little while back, though she simply told him that Wesker returned and that she had taken Peter and Twilight someplace safe and to go find their son Ben. Looks like Eris took them to Marvel Earth, which would explain how Wasp is here.

"Wait, did anyone else come?" Spike asked.

"We did," Stark said, getting his attention. "Hey Spike, it's been a while."

"Iron Man? Captain America? You're both here too?" Spike asked.

"Yeah, thanks to Eris," Cap said.

Spike scratched his head, "Who else came?"

"Johnny, Logan, Remy, Bobby, even Hawkeye came," Wasp said.

"We're gonna liberate this world of Wesker and Ultron," Stark said.

Wasp hugged Spike some more, "Then I'm gonna find a way to live here again. Oh Spike, I love you!" Janet then gave Spike an affectionate kiss, much to his surprise. She then broke off and went back to her Breezie form. "I'm gonna search for more ponies, time to keep kicking some robot ass!"

As Wasp flew off, Spike stood there in shock. "I...I thought she would have moved on by now...now what do I do? What will Ember say?"

Cap approached Spike, "Everything ok?"

Spike nodded, "It's fine, let's just hurry, once we free the ponies we gotta meet up with a dragon named Ember, just a heads up, she's a Princess, and she takes that title seriously. I know you'll be respectful but..."

Spike looked toward Stark, who started showing off a little for Coco. Cap nodded, "I get it, don't worry about it."

Spike nodded, "Thanks, now let's hurry and save the ponies."

Cap nodded and continued his assault on the robots.

In Appaloosa, Remy was fighting away the robots along with Applejack, who decided to join him. Luna was also there, having been the one to fly them.

"Where's Braeburn? I'm really worried about him," Applejack said, buck kicking some robots away.

"Don't worry, we'll find him," Remy said, whacking the robots with his staff.

Applejack continued fending them off, even using her lasso to grab one robots and whip it around to hit the other robots. "Dang things."

Remy grinned at Applejack as tossed some cards, taking out several of the robots, "You've gotten much stronger I see."

"Well I've been farming for so many years, nowadays mah family's business has expanded, been really busy making some major decisions," Applejack said.

"Seems like it, you run the farm now?" Remy asked.

Applejack shook her head, "No, Granny still runs it, as long as she can move she'll keep the place running." Applejack kicked a robot and chuckled, "Funny, ah remember when me and Big Mac used to argue over who got to take over the farm."

"Well at least you're still doing great, proud of you mon cheri," Remy said.

Applejack punched away a robot, then trotted over to Remy. "Thanks sugarcube."

The two shared a brief kiss, though while doing so, several robots flew over to them. Fortunately Luna was able to blasted them away. "It's great that you two are rekindling your love, but it's important to focus right now. There's still many robots around."

"Right, sorry Princess," Remy said, getting his staff ready. "Let's kick some ass Applejack."

Applejack nodded and kept fighting the robots, though in the middle of it, she noticed something. "Ah see Braeburn, looks like he's helping the buffalo."

"Buffalo?" Remy said and looked across. "Wow...that's new."

The two continued to fight, hoping to reduce the number of robots.

Elsewhere, Sunset Shimmer is leading Fluttershy and Pinkie Pie towards the Crystal Empire, with Hawkeye providing cover from the air.

"You sure that Crystal place is a safe place to take these ponies?" Hawkeye asked.

"For now, luckily it's not the easiest place to reach, and since it's in the middle of a blizzard I doubt these robots will prioritize going there," Sunset said.

"Still, it's only a matter of time before they do. Keep in mind Wesker took that place over once," Hawkeye said.

"I know, but it's our only option right now, once we get the ponies to The Crystal Empire then we'll go back and fight Wesker and his allies," Sunset said.

"How are we even gonna get them there if it's in the middle of a blizzard!?" Hawkeye asked.

"We'll use the trains, but make it so that only we have access to them. That way the villains can't use them to get there," Sunset said.

As they ran, a few robots had spotted them and made their way over.

"Oh crap! Watch out!" Hawkeye said and fired his arrows at a few.

Sunset stopped and blasted several out of the sky. Fluttershy and Pinkie Pie both backed up a little, being the least experienced in fighting, they decided it's best to let Sunset and Hawkeye handle this.

"How do you deal with this as much as you do!?" Sunset asked as she zapped.

"Eh, takes getting used to," Hawkeye replied nonchalantly.

Two robots managed to slip by Sunset and Hawkeye, going straight for Pinkie Pie and Fluttershy. Fluttershy took a step back while Pinkie stepped forward. She might not be good at fighting, but she does have some Earth Pony strength she can use, and she's not about to let Fluttershy get hurt.

Before anything could happen, both robots were attacked by two different forms of blades. They were immediately destroyed as two ponies landed near the mares, still ready to fight.

More robots continued to come but the two ponies attacked them, one using her claws, the other using his swords.

Pinkie took one look at one of the ponies, it was all she needed for her smile to grow wide, really wide, wide enough to stretch her face several inches.

"It's...it's Deadpool!" Pinkie said with excitement.

Fluttershy also felt great joy, "And it's Laura!"

Both Deadpool and Laura continued to attack the robots, Laura eventually using the claws on her hind legs to attack the robots. Deadpool brought out his guns and fired at them, hitting them in points where they would explode.

Sunset was surprised to see the two, then noticed some robots approaching from behind. Before she could attack them, both of them were mysteriously punched away. She looked around to see what happened when suddenly a pony with a red and black suit and metal helmet had just appeared, as if he'd grown several hundred inches in a second.

"Hey there," the pony said, then shrunk down again to attack the robots.

Sunset scratched her head, "That's new..."

Then three other ponies arrived, one was able to stretch his limbs for long punches, even forming them into hammers and wrecking balls. One was able to turn invisible and attack the robots from out of nowhere. She also created forcefield to shield herself from attacks. One pony looked like a giant walking rock.

"Wait, is that...Reed Richards, Susan Storm and Ben Grimm?" Sunset said. "Why did they come here as well? I thought they were gonna wait in their home world?" One thing that really caught her eye was a small unicorn filly standing far enough from the fighting. "Who's she?"

Once everything was cleared, the ponies gathered around, observing the area.

"Wow, I knew this world was in danger, but I didn't think it would be this bad," Reed said.

"I can't believe our son is somewhere in this world, how could this have happened?" Susan said.

Laura looked around, "Man, this place used to be filled with happiness, didn't take long for Wesker and his goons to ruin it."

Before they could continue, Sunset had approached the group alongside Hawkeye.

"Can't say I expected to see any of you here, what brought you to Equestria? How did you get here and who's he?" Sunset pointed to the pony that seemed to be able to shrink and grow.

"Name's Scott Lang, or Ant Man as most know me nowadays," Scott said, then turned to Hawkeye. "Sup Clint?"

"Hey Scott, how do you like Equestria?" Hawkeye said.

"If I didn't learn to walk like an ant on occasion, I would have a hard time existing here, being turned into a pony feels weird." He then felt something new on his body, he turned to see that he had wings. "Can't argue with these babies though."

"But anyway, what brings you all-" before Sunset could finish, Fluttershy called out.

"Laura!"

Pinkie also called out, "Deadpool!"

The two noticed the mares and wasted no time in rushing towards them.

"Pinkie!" Deadpool shouted as he pulled Pinkie Pie into a strong hug. "I've reunited with my waifu!"

Pinkie returned the strong hug, "I've missed you so much Wade!"

Laura had ran and tackled Fluttershy with a hug. "Fluttershy! I'm so happy to see you!" Laura had a rare moment of smiles and tears of joy.

Fluttershy returned the hug, stroking Laura's mane, "Aw Laura, I missed you too."

Sunset got their attention, "Can somepony explain the situation to me please!?"

Reed nodded, "I'll handle it, as you can see Deadpool came here to see Pinkie Pie and Laura came to see Fluttershy. Me, my wife and my friend Ben came here because apparently Peter's daughter somehow managed to create a portal to Equestria using technology from my lab and came here along with our son Franklin."

"We shouldn't have taken our eyes off them, especially seeing how smart and hearing about how stubborn Peter's daughter is," Susan said.

"Not the best type of parenting," Scott smugly said.

Susan glared at the Ant Man successor, "Says the one who brought a five year old girl to a dangerous place like this."

"In my defense, I didn't know Ultron brought an army of robots, besides she wants to see her dad," Scott said.

Sunset looked curious, "Her dad? Whose daughter is that?"

"That's Janet's daughter," Susan said. "And according to her, that little girl's father is Twilight's Dragon Assistant, Spike."

Sunset remembered The Avengers mentioning that Janet had a daughter, seeing her up close seems very surprising.

Pinkie and Fluttershy however, not even knowing Janet had a daughter, seemed the most surprised.

"Janet had a daughter? And she says Spike's the father?" Fluttershy asked.

"Yeah, she didn't date after she came back to our Earth, and she did show signs of pregnancy months after returning, all signs point to Spike being her father," Reed said.

"Where is this Spike guy anyway? He around?" Scott asked.

Sunset shrugged, "He's probably with the other dragons, they're likely fending off these robots. Anyway let's just get to the Crystal Empire, we need the trains to rescue everypony!"

With Jill's team, she along with her allies were searching for Ultron, hoping to find him before he causes too much major damage.

"Where is this damn robot?" Jill asked, looking around at a lot of destroyed land. "I hope the ponies around here are ok."

"I'm sure they are, and they'll definitely be safe once we find Ultron," Zero said.

Several robots flew over to the group, but Zero took them out with his sword fairly easily. One robot managed to evade his sword, but Mega Man rushed in and used his Mega Buster to destroy it.

"How did all these robots even get into this world?" Mega Man asked.

"Probably the same way Wesker entered," Zero said.

"That would mean we should find where he entered from and destroy it, that should stop any more robots from coming," Mega Man said.

"While that's a good idea, that might take long, and this world doesn't have that much time," Jill said.

Suddenly an explosion occurred nearby, many ponies were seen running for safety.

"These poor ponies, how could Wesker do something like this?" Mega Man asked.

"Because he's a monster, him and his allies," Jill said with a cold voice.

"Let's find a place to take these ponies so they'll be safe," Zero said.

"I'll handle that," they heard. The group turned around and saw a strange creature they've not seen before.

"Who are you?" Jill asked.

"I'm Chrysalis, Queen of the Changelings."

Jill looked a bit unsure, "I don't know much about Equestria, but from what I've heard from Chun Li, Changelings were considered bad."

"We once were enemies with the ponies of Equestria, that is true. But three years ago we formed a truce with them, thanks to the assistance of Peter," Chrysalis said.

"Peter huh? So Spider-Man got you on his side?" Jill asked, then scoffed a bit. "That boy, he doesn't cease to amaze me."

"I did question the idea of joining forces since our species feeds off of love," Chrysalis said.

Jill turned to her teammate, "I get that."

"But as it turns out, Friendship counts as a form of love, and Peter has given us plenty. Plus one of my Changelings was more than willing to set an example. A young one named Thorax, he's always believed Friendship can help us without the need to hurt others, and it turns out he was correct. The love we've received from Peter's friendship has made us much stronger and healthier, it just amazes me how simple it is," Chrysalis said.

"You'd be surprised what a little friendship can do," Mega Man said. "Even many Capcom Fighters value it, like Ryu and Ken, plus Jill here with Chris."

"That is true, I value Chris Redfield very much, I'm glad Peter was able to help you. Looks like he's more than some annoying little kid," Jill said.

"He's matured quite a bit in the recent years, being a father helps," Chrysalis said.

Jill had a realization, "I keep forgetting he's a father, now we need to find Ultron that much more, to save all the families in this world."

"Ultron? Is that the name of that metal creature?" Chrysalis asked.

"Yes, he's an Android created by a scientist in Peter's world. A man from our world, Albert Wesker, who used to be my Captain before he betrayed us, contacted Ultron and joined him in taking over this world, along with his allies," Jill said.

"I see, well we shall assist you, though I was hoping to find Peter," Chrysalis said.

"He's near that Ponyville place, but he's hurt pretty badly," Mega Man said.

"Yeah, Wesker along with his allies attacked him and his wife Twilight, my allies are fending them off, but I'm getting worried about them," Jill said.

Chrysalis grew concerned, "This Wesker must be dangerous if he could hurt Peter."

"It's not just Wesker you need to worry about, among his allies, the most strongest one is a half demon named Vergil, he's strong enough that even Twilight was struggling against him," Jill said.

Chrysalis nodded, "I must assist Peter, but I will send some of my Changelings with you to find that metal creature."

"Thanks, hurry towards Ponyville, our allies are there with Peter and Twilight," Jill said. The Changelings left as Jill turned towards the robots, "Time to save Equestria, move out!"

Back at Ponyville, Ryu was checking on Peter's injuries. "Nothing too severe, but you're still hurt pretty badly."

Soon a train had arrived, Sunset Shimmer exited the train and ran into Ponyville. "Peter!? Twilight!?"

"Shimmer!?" Ryu said, getting her attention.

"R-Ryu?" Sunset said with a blush. "You're back?"

Ryu nodded and bowed slightly, "Hello Shimmer, it's great to see you again."

Sunset ran over and hugged Ryu, taking the martial artist by surprise. "Oh I'm so glad you're back!"

Ryu nervously smiled, "It's nothing really, we just came to stop our enemies from endangering

this world."

"Yeah, but still, I really missed you," Sunset said, holding the hug.

During this, Chun Li got their attention, "It's great that you missed Ryu, but we have a bigger problem!" She gestured to the injured Peter and Twilight.

Sunset looked on in shock, "What happened to Peter and Twilight!?"

"My parents!?" they heard. Mayday then rushed out the train, "What happened to them!?"

Ryu looked surprised, "Peter's daughter? Wow, she's not so little anymore."

Sunset looked on in surprise, "Mayday Parker-Sparkle!? What are you doing here!?"

Mayday cringed, then slowly turned to Sunset, "Um, I kinda snuck on the train."

"But, I thought Sonata was watching you!?" Sunset said.

"Yeah, about that..."

Back at the Crystal Empire.

"Um, where did Mayday go?" Sonata asked.

"Don't look at me, I'm not her guardian," Shocker said.

"I really don't care," Vega said.

Sonata groaned at their annoying attitudes.

Back in Ponyville.

"I'm pretty sure you'll never be allowed to leave your room after this, you weren't even supposed to return to this world until the enemy was defeated," Sunset said.

"Hey I've been around worse, like the big fight a year ago," Mayday said.

Ryu shook his head in disbelief, "She really is her father's daughter."

Mayday looked around, "Dante's here, so is Chris, Miss Chun Li, that ninja guy and...Nathan!" Mayday ran over to Spencer. "It's been so long since I've seen you Nathan, how are you!?"

"I'm doing good Mayday, you've grown a bit, you're like what, ten years old now?" Spencer asked.

"Yeah, wow you remembered my age," Mayday said.

"It's not every day I meet a girl as smart as you that said she was four years old, I've missed you kid," Spencer said, ruffling her mane.

"Aw, thanks Nathan...anyway I'm glad you're here to stop these villains, but how did you get here?" Mayday asked.

"Dr. Strange and some lady named Madame Web," Spencer said.

"Oh Julia helped you? That's so cool, where is she?" Mayday asked.

Chun Li answered the question for him, "Off creating a distraction so we can escape, what's the plan anyway!?"

"The plan is to take this train and get as many ponies as possible to The Crystal Empire. I've sent Eris off to alert the heroes where to take the ponies, after that we're shutting the trains down, that way it'll be harder for those villains to go to The Crystal Empire, especially with the snowy weather and a magical barrier around the place," Sunset said.

"Sounds like a good idea, we can also make plans there," Chun Li said.

Peter groaned in pain a little, "T-Twilight..."

Ryu knelt beside Peter, "Take it easy Peter, your wife's safe, we're gonna get you and the other ponies someplace the villains can't reach."

Peter coughed a bit in pain, then was comforted by Chun Li, "Please rest up, they did a number on you, just leave everything else to your friends and my allies."

Elsewhere as the robots continued to attack, Jill and her allies took them down with help from the Changelings.

"Hurry, keep the ponies safe!" Jill shouted.

Mega Man fired his Mega Buster at each robot. "These robots are stronger than I'm used to."

As one tried to attack from behind, Zero showed up to take it down. "If you can't handle this, go back home, otherwise you'll slow us down."

Mega Man glared, "Never said I couldn't handle this Zero, I've handled just as much as you!"

"Stop arguing! Both of you!" Jill warned. "We have ponies to rescue!"

One Changelings zapped a robot and turned to Jill, "I see a whole group of ponies, they're being led by the Wonderbolts."

Jill noticed, "Ok, thanks Thorax, I'll go meet with them." Jill flew over to the ponies, "Get to Ponyville quickly! Spider-Mane and my allies are there to take you to The Crystal Empire!"

The ponies wasted no time picking up the pace. One Wonderbolt Stallion flew over to Jill, "Don't think I know you."

"Name's Jill Valentine, I'm from the Capcom World."

"Oh, never thought I'd see one, Name's Sky Stinger, me and my Best Friend Vapor Trails were personally trained by The Element of Loyalty Rainbow Dash," The pony said with some hint of overconfidence.

"That's nice," Jill said, not caring that much. "Just help these ponies."

Sky Stinger groaned, "Whatever," He called to his friend. "Vapor! Pick up the pace!"

"Right!" Vapor Trails shouted, helping the ponies along.

Unfortunately several lasers were shot in the direction of the ponies. Jill took note of where the lasers were coming from and growled in anger, "It's Ultron!"

Ultron flew over, shooting some lasers down, "You won't escape!"

Jill turned to her allies, "Take him down!"

"What should we do!?" Vapor Trails shouted from nearby.

"Keep going! My allies will handle Ultron! You make sure these ponies escape!" Jill shouted.

Thorax flew over, "I'll help too, so will the Changelings!"

"Send about half of them with the ponies!" Jill urged.

"Ok!" Thorax said and gave the order to a few.

Eris flew over Equestria, looking for signs of anypony that might need help. She occasionally used her magic to warp some ponies someplace safe, though she had to be careful where she sent them, as to not accidentally send them too close to any of the villains.

"They really need to get the other villains a bit further away from Ponyville, otherwise the plan may not work," Eris said. She looked over and noticed Luna, along with Applejack and Remy leading several ponies towards Ponyville. She also saw Rainbow Dash, Johnny Storm and The other Wonderbolts leading ponies away from the Pegasus cities, looks like Rainbow Dash even had time to put on her Wonderbolts suit. She even saw Logan and Trixie running, but they seemed to have another pony helping them. "Hm, have I seen that one before?"

Also nearby she saw The Avengers and The Dragons rescuing a whole group of ponies, but to her biggest surprise, when she saw Rarity and Bobby, she also saw that Black Cat, Electro and Thunderlane were with them.

"I understand Felicia Hardy, but why's Electro there? And what's with that Pony with the goofy looking Mane?" Eris wondered.

Nearby she heard some explosions, which didn't go unnoticed by the other heroes.

"I'll go check! You keep leading the ponies away!" Luna ordered Applejack and Remy, to which they nodded and followed through.

"Dashie! You and I can check what's happening! Spitfire, keep leading the ponies to Ponyville!" Johnny said, to which Spitfire nodded.

"Trixie! Dust! Keep leading! I'll go check!" Logan said, leaving the two mares to their job.

"I bet that's Ultron! I'm going after him!" Electro shouted, despite Black Cat's protests.

The ponies rushed over where Ultron was firing his lasers at all the Changelings and at the Capcom Heroes.

"Whoa! He's strong!" Mega Man shouted, firing his Mega Buster.

"Very, Wesker knew what he was doing it seems," Zero said, firing his own Mega Buster.

"Just keep attacking!" Jill shouted, firing her machine gun.

Ultron dodged the attacks and punched down each of the Capcom Heroes, "Weak beings!"

Thorax and the other Changelings fired their magic, but Ultron deflected it. "I shall crush you!"

Johnny and Rainbow Dash both flew over to attack, but Ultron whacked them aside. Logan

jumped and attacked with his claws, barely scratching the surface. Ultron fired a laser through Logan's shoulder, though was then blasted by some electricity. He rushed at Electro and kicked him aside. Finally Luna arrived and managed to blast Ultron back a bit with her magic, then blasted him again to send him flying away.

"Foolish machine!" Luna looked over to see the others. "Rainbow Dash, Johnny Storm, Wolverine!"

Logan checked his shoulder, "It's fine, it'll heal."

"I'm good, he hit hard but it's nothing I can't handle," Johnny said with Rainbow Dash nodding.

Luna nodded to them, and noticed Jill. "Where have I seen you before?"

Jill dusted herself off, "I'm Jill Valentine of the Capcom World."

Luna then looked over and saw something surprising, "Y-you! Electro!"

Johnny, Logan and Rainbow Dash looked over in surprise, there Electro was, dusting off an attack. "Damn robot, I'll get him for this!"

Luna angrily approached him, "Why are you here!? Are you working with Wesker!?"

"If I was, why would I be attacking Ultron!?" Electro shouted.

"Perhaps it's a ruse to throw us off guard!" Luna accused.

"Hey I have my reasons for going after Wesker, Ultron and that traitor Starlight Glimmer!" Electro shouted.

"Starlight Glimmer!? Where is she!?" Luna asked.

"I don't know, last I saw her she blasted me out of YOUR castle, that was after Wesker sucker punched me!" Electro said.

Luna wasn't convinced, "Still..."

Then Black Cat had arrived, "Don't worry Luna, he's with me!"

Luna looked surprised, "Felicia Hardy!? What is the meaning of this!?"

"I know this looks bad but you gotta trust me, I got Electro on my side because he was attacked by Wesker's group, we could use all the help we can get. I know it's not easy but we need to trust Electro," Black Cat insisted.

Luna looked even more unsure, "Why should we do that?"

"We have little choice, I mean come on, you've trusted me, Sonata Dusk and Sunset Shimmer, surely you can trust Electro," Black Cat insisted.

Luna started thinking it over, when Logan had arrived. "Listen, in times like this I've made uneasy alliances in the past, right now we might need to trust Electro." He then glared at the electric pony. "But let me tell you something bub, you try anything funny, I'll make you regret it." He showed off his claws, "You understand me!?"

Electro rolled his eyes, "Whatever Wolverine, let's just take down these robots."

Johnny got in Electro's face, "You better not try anything funny, especially to Peter."

"Hey I'll leave Parker alone, though once we defeat Wesker, I can't say what'll happen after that," Electro taunted.

Jill also got in his face, "I'm watching you, like Wolverine said, you try anything and you'll regret it."

Mega Man got their attention, "Um, I'd hate to break up your intimidation but-"

Ultron flew over and landed near them with a thud, "I'm not done yet!"

Luna blasted at Ultron, "Help the other ponies! I'll keep Ultron away!"

Zero grabbed his laser sword, "Not alone you will!"

Both the Princess and the robot fighter held away Ultron while the other ponies ran, taking down all the other robots in their path.

Back at Ponyville, the other ponies from the other cities have arrived.

"Is this train enough to hold all of them?" Chun Li asked.

"Don't worry, there's more trains," Sunset said, pointing to the other trains. "Hopefully those would be enough, but we'll still send more ponies if we need to."

Spitfire shouted to the ponies, "Everypony on the trains, now, on the double!"

With that, the ponies started to board the trains as the heroes kept a lookout.

Chun Li and Spencer assisted Peter and Twilight onto the train with all the other ponies joining.

As the trains boarded, Ryu heard some explosions from nearby, they seemed to be getting closer. He turned and saw Ultron flying towards the town, Luna flying behind him in an attempt to stop him.

"Ultron's coming! Hurry up!" Ryu shouted.

As he said that, Remy and Bobby rushed over to stall him, Remy throwing his charged cards and Bobby shooting some ice beams. Those attacks barely phased Ultron as he blasted them both down.

Stark then fired his ion lasers at Ultron but he blocked the attacks and sent another blast towards him. Wasp went to zap Ultron but he whacked her down. Luckily Spike caught her and placed her down gently before glaring up at Ultron.

"I've heard of you, and how much grief you've caused Janet!" Spike grabbed his sword. "I'm gonna take you down myself!"

Ultron crossed his arms as he landed down before Spike, "Try little dragon."

Spike jumped up and tried to attack, but Ultron grabbed the sword. "Not quick enough." He then punched Spike down but the Dragon jumped back up to attack again, this time with his claws.

"It won't work," Ultron said, grabbing Spike by his hands and punching his stomach. He slammed Spike down and tried to stomp, but Spike rolled out the way.

"Take this!" Spike started breathing fire at Ultron, though despite it covering his whole body, it didn't work.

"Fool! My armor is obviously immune to-" Ultron stopped when he felt Spike sword go through him.

"Gotcha!" Spike pulled out the sword and swung again, getting Ultron in the arm, nearly cutting it off.

"You're clever I'll give you that!" Ultron said, then punched Spike towards the train. "But you're still a mortal."

Suddenly Luna's laser went through him, knocking him over. "Take on the power of a Goddess!" She fired again but Ultron moved out the way and blasted her out the sky.

"Even a Goddess can't compare to me!"

"Hadouken!" Ryu shouted, blasting Ultron from behind. Ultron turned around and zapped Ryu down.

"Ryu!" Dante shouted, then grabbed his sword. "That's it!"

He and Chris both rushed to attack, but Ultron grabbed them both and slammed them into each other and threw them against the train.

Zero then rushed over and attacked Ultron with his Sword, knocking the robot over a bit. Ultron turned around and punched Zero around a bit, then kicked him away.

Ultron glared at the trains and then flew up a little, charging his lasers, "No one is going to escape from me!" Suddenly his lasers were webbed, then looked down to see a barely standing Peter. "You..."

Peter panted a bit, still getting into a stance. "As long as I can move, I won't let you hurt my world!"

Ultron flew down and kicked Peter across the town, sending him through another house.

"Peter!" Sunset shouted and fired some magic blasts at Ultron. The Android turned around and blasted her against the train, right next to Chris and Dante.

Ryu noticed what happened as he was standing up. "Damn you! Take this!" Ryu rushed at Ultron to attack but Ultron managed to grab Ryu and slam him down.

"Imbecile, time for you to-" Ultron again couldn't finish, Peter had webbed him and tried to pull him away.

"Get...away...from them!" Peter shouted, barely able to do much.

"You dare to still challenge me!? Even you're just a mortal Spider-Man!" Ultron pulled Peter's web and made the hero come towards him as Ultron did a powerful punch to slam the hero into the ground. "Time to finish this once and for-"

"Hey you!" he heard. Ultron grew curious and turned to see a young filly. "Get away from my daddy!"

Ultron scoffed, "Little girls should be playing with their dollies." Mayday got into a fighting stance, further humoring Ultron. "Certainly you're not this foolish, then again children can be so naive."

"How disappointing, because of you now everypony is gonna believe technology is a bad thing! How am I gonna be a great scientist now!?" Mayday shouted.

"If you truly want to be great, why let others stop you little one? I'm actually doing what I'm programmed to do, and as you can see I'm doing quite a great job. You're not wrong, technology is a great thing, and I'm certain you could have been a great scientist," Ultron rushed in and punched Mayday in the gut, causing her to fall over in pain. He then aimed his laser. "But unfortunately, you're still a mortal..."

Before Ultron could fire, Mega Man had arrived to pull Mayday out the way and blasted Ultron in the face. "You're a disgraceful robot!"

Ultron growled and went to attack but Zero arrived to block it, "Rock! Get that girl away from here!"

Mega Man didn't waste time, he grabbed Mayday and ran to the train.

As Ultron and Zero kept fighting, Luna had arrived to help, but Zero called to her. "Get Spider-Man to the train, quickly! I'll hold him off!"

Luna wanted to protest but she knew that Peter needed to survive. She quickly grabbed him and flew towards the train. Unfortunately she noticed something terrible. "Oh no..."

Wesker, Vergil and the others were making their way to Ponyville, they did not look too happy.

Ryu stood up and also noticed, "They must have defeated Dr. Strange and Madame Web, we don't have much time!"

Everyone quickly boarded the train, even those who stopped to initially challenge Ultron as Sunset gave the order. "Let's move these trains out!"

As the train moved, the villains just got closer. Luckily Eris arrived and attempted to attack with her magic, but Vergil attacked first, using his sword against her as Wesker rushed to punch her.

As the train moved, Mega Man called out, "Wait! What about Zero!"

He looked out the window and saw Ultron knock Zero through a home. Ultron approached the home with his laser charging as Zero struggled to get up.

"Pathetic," Ultron said, aiming the laser.

Mega Man's eyes widened, "No, Zero get out of there!" He attempted to leave but Chun Li grabbed him.

"Don't! You're gonna put yourself in danger!" Chun Li warned.

"But he needs us!" Mega Man shouted.

Zero stood with his sword out, wiping the dirt off his face, "Give me your best shot."

Ultron finished charging, "Gladly." With that, he blasted Zero with his laser, putting an end to the robotic hero.

"No...Zero NO!" Mega Man shouted.

Chun Li fought back a tear, but she had to be strong, for her allies, especially Mega Man.

Ultron glared as the trains left, but before he could do anything, Eris in a last minute attempt managed to grab Ultron with her powers and toss him towards the other villains, knocking them all over and allowing the train to leave.

"Go on...Peter..."Eris said as she struggled to move. Unfortunately Ultron had recovered and did not appreciate what happened. He grabbed and and blasted a hole through her. She would survive, but she was heavily injured.

Wesker looked displeased, but smirked it off. "No matter, we'll still continue out our plan. For now I must contact Starlight Glimmer."

Vergil just glared, "Soon Spider-Man, Twilight Sparkle, soon you'll fall to us."

The trains left, the ponies hoping to find a way to end this soon.


	7. At The Crystal Empire

The trains eventually arrived at The Crystal Empire where Princess Cadance was there to check on the ponies.

"Everypony, quickly, to the castle!" Cadance urged.

Bit by bit the ponies left the train and entered the castle, the heroes escorting them properly.

Cadance looked among the ponies, hoping to find Peter or Twilight among them. She found them, Twilight being carried into the castle by Johnny while Logan assisted Peter in walking.

"Come on Parker, I got ya," Logan reassured.

"Where's...Twilight?" Peter asked.

"Johnny's got her, don't worry," Logan said.

Also being assisted was Mayday by Mega Man.

"Thanks for helping me back there," Mayday said.

Mega Man sadly nodded, "No trouble."

Mayday started to pity him. "I'm sorry about what happened to your friend.

"Don't worry about it, it's part of our job, it happens," Mega Man said, though still feeling sad. "I just wish I could have helped him."

Mayday nuzzled against him a little, "At least you helped me, you're a hero."

Mega Man smiled a bit, "You're really sweet, are you sure you're Spider-Man's daughter?"

Mayday giggled a bit, Mega Man followed suit.

In the castle, Peter was placed on a couch alongside Twilight as they rested up. That's when Sonata noticed them.

"Peter! Twilight!" She ran over to check on them. "Are they alright!?"

"They're a little banged up due to Wesker, Vergil and Ultron attacking them, but they should be fine, especially with Peter's accelerated healing" Sunset said.

"But what if it's blocked like last time?" Sonata asked.

"It won't be," Sunset reassured. "He's hurt, but not that hurt, thank Ryu and Capcom for that."

"Capcom's here?" Sonata said, then began to worry. "Oh no, this might make it harder."

"Harder? What would be-" Sunset remembered. "Oh right, that narcissist Vega, yeah I doubt Ryu or Chun Li would be happy to see him."

"I just know he can be a friend to them, I have to try hard," Sonata said.

"I doubt it's gonna work," Sunset said.

Peter started to stir a bit, "Uh...what happened?" He rubbed his head and felt a pony next to him. He turned and saw Twilight, also looking out of it. "Twilight!"

Peter hugged Twilight close, getting a groan from his wife. "Ow...easy Peter."

"Yeah, both of you need to relax a bit, you're both hurt," Sunset said.

"I should ask Cadance to get you both a bed," Sonata said.

Peter shook his head, "No, I'm fine, maybe I just need to sit for a bit, besides I've gone through worse. Not as bad as what the Sinister Six did."

Twilight groaned a bit more before looking around, "Where are we?"

"The Crystal Empire," Sonata said. "All the ponies are here."

"You can thank the other Superheroes for that," Sunset said.

Peter looked around, there sure were a lot of ponies, "Wow, I can't believe all these ponies are here..."

"Guess who else is here," Sunset said, point towards Mayday, who was being tended to by Mega Man.

"Mayday!?" Peter shouted, alerting his daughter.

"Oh no..." Mayday said, realizing that she might be in quite a bit of trouble.

Peter got up, despite the pain and angrily trotted to his daughter, "How? I mean really, HOW!?"

Mayday sheepishly laughed, "Hi daddy, funny meeting you here."

"We left you with The Fantastic Four! Or Three! Whatever, you were supposed to wait there!" Peter shouted.

"I know, but I got worried, so I made a portal to this world and now, here I am," Mayday said.

Peter looked astonished, "Wha-How did you even, man you're a LOT more smarter than I thought." Mayday looked proud, but that didn't last long. "Yet despite how smart you are you make some really stupid choices! Look, I bet you got hurt right!?"

"One lucky punch from that robot, nothing I can't handle, besides I inherited your accelerated healing, so I'll be fine," Mayday said.

Peter glared at his daughter, "We'll discuss this later." He turned to Mega Man. "Is she hurt too badly?"

"She'll be fine, your daughter's pretty tough," Mega Man said.

Peter rubbed his sides, "Damn, my body's still sore, stupid Wesker, stupid Vergil, stupid Ultron."

"Boy you're not happy," Johnny said, making his way over. "Relax bro, we'll handle them."

"I hope so," Peter said, then gestured to his daughter. "Also no offence, but your sister needs to watch over kids better."

Johnny looked surprised, "Mayday!? You came here!? I thought you were gonna stay with Franklin!?"

"I'm actually right here Uncle Johnny," they heard. Johnny and Peter turned to Franklin. "Hello."

Peter was surprised, but then it turned into anger and annoyance as he glared at his daughter, "You brought Franklin here!?"

"Well yeah, he was worried about me, plus I could use a sidekick," Mayday said.

Peter furrowed his brow, "You're never gonna see the outside again."

Mega Man gulped, quietly stepping away and leaving quickly, knowing not to be around an angry parent, especially one with Super powers.

Mayday groaned a little before being gestured away by Sonata. "Why don't you come with me a moment, I think your father needs to think things over."

Mayday nodded and followed Sonata, occasionally looking back to Peter, who looked to be in a really foul mood.

"How am I gonna explain this to Reed, Susan and Ben?" Peter asked.

Before he got an answer, they heard Spike call out. "Peter!" Spike approached Peter and the others. "Glad you're back, I got worried, though luckily I got that message from Eris."

"Message!?" Twilight said from nearby. She rushed over to Spike.

"Twilight, I'm glad you're ok," Spike said, hugging his older sister.

"I'm fine, I'm glad you're fine too, but where's Ben? Eris said she would contact you, and it sounds like she did," Twilight asked.

"He's fine, your other son has him," Spike said.

"Other son? What does that mean?" Twilight asked.

Suddenly a familiar colt arrived with Ben in his hooves, "Peter! Twilight!"

The two took the time to try to recognize him, but Twilight was the first to do so. "Rumble!?"

Rumble, now grown up and in a Wonderbolts Suit, smiled at the two. "It's been a while Twilight."

Twilight squeed, "Rumble! You're here!" She pulled him into a hug and kissed his face a bit, "I've missed you so much!"

Rumble nervously chuckled, "Same here, haven't seen you in a while."

"Well I've been busy with my Princess stuff and you've been doing this Wonderbolts training," Twilight said, then looked to see Ben in his hooves. "I'm so glad you have my son with you."

"Well I did wanna keep my 'little brother' safe after all," Rumble said, tickling Ben's stomach.

Twilight grabbed Ben, "Thanks Rumble, you too Spike. I'm glad that the most important guys in Equestria are here with me, except..." Twilight looked around. "I wonder where Shining Armor is?"

"He's probably still out there, making sure ponies get here safely," Spike said.

Twilight felt a degree of worry, so Rumble attempted to calm her. "Don't worry, your brother's tough, he'll be fine." He pulled her into a hug, "I'm here for you at least."

Twilight nodded, "I'm happy to have both my sons."

Peter looked unsure for a moment, why is Twilight still calling Rumble her son? He likes Rumble but he doesn't consider him a son, just a colt he let live in his home for close to four months.

" _Peter, is something wrong? I sense some confliction_ ," Dream said.

" _Don't worry about it_ ," Peter replied, then muttered a bit. "Damn villains, and those robots, I couldn't beat them. Now this world's in danger and everypony had to flee to The Crystal Empire. The allies from Marvel Earth are stuck here, the allies of Capcom Earth have also shown up and probably stuck as well; Strange, Julia and Eris are probably captured, my daughter decides to come back despite me asking her not to, even bringing a friend with her, what else is gonna happen?"

Suddenly a familiar voice was heard, though not directed at Peter. "Hey! Little bro!"

Peter looked and noticed a familiar but not too friendly pony. "Is that Thunderlane?"

Rumble also looked over, "Big bro?"

Thunderlane trotted over with a relieved smile, "I'm so glad you're alright bro, though since you're a Wonderbolt now I guess you're able to handle yourself aren't you?"

"Well I'm a Junior Wonderbolt," Rumble said.

"For now, in a few years I predict you'll be Captain, you got the talent bro, real proud of you," Thunderlane said.

Rumble rubbed his head sheepishly, "Thanks."

Thunderlane nodded, then noticed Peter next to him. Suddenly his happy attitude faded and was replaced with dislike. "Huh, you're here, I figured you'd leave for a week like you did last time."

"Buzz off, I'm not in the mood for your crap," Peter said.

Thunderlane looked surprised, "I thought Superheroes were supposed to always be friendly."

Peter got in his face, "Don't give me any crap Thunderlane, I'm not in the freaken mood!"

"Whoa, easy Peter," another voice said. Peter turned to see Black Cat make her way over.

"Don't tell me, you're the one who got Thunderlane, right?" Peter asked.

"Yeah, me and my new partner recruited him," Black Cat said.

"New partner? Who?" Peter asked.

Thunderlane chuckled a bit and turned to the others, "You might wanna step back, in about a few seconds, Parker's gonna flip out big time."

"Why? Who'd you bring Felicia!?" Peter asked.

"Before I show you, understand that he doesn't like Wesker, Ultron or Starlight either," Black Cat insisted.

"Who did you bring?" Peter asked, a bit urgent like.

"She brought me," Electro said, coming into view.

As Thunderlane predicted, Peter was not happy, he looked ready to flip. "Electro!? Seriously!?"

Felicia gestured for Peter to relax himself, "I know this looks bad, but try to understand that-"

"Bad!? What in the world were you thinking!? He was part of the Sinister Six! He tried to take over Equestria! Why is he here!?" Peter asked.

"To be fair Peter, Sonata was part of the Sinister Six as well, and she's on your side," Felicia reminded.

"Don't compare Sonata to Electro! She was just misunderstood, Electro's just a jerk!" Peter said.

"Well you're a punk, but you don't see me complaining about it," Electro said.

"Watch it!" Peter warned. "Felicia why did you even think he could be trusted!?"

"Oh come on Peter, aside from Sonata just look at Sunset Shimmer, look at Chrysalis, look at Luna, in fact look at me, we were all against you at one point, the three I mentioned even endangered Equestria themselves yet now they're on your side! What makes Electro so different than the rest of them?" Felicia asked.

Before Peter could answer, another voice called out, one that caused Peter to almost flip some more. "Simple, because they are females, isn't that right Peter?"

Peter gritted his teeth as he nervously turned around. He hoped he was imagining it, he hoped his mind was playing tricks on him, he hoped this wasn't real. Unfortunately it was. He turned and saw a pony he didn't want to ever see again. "Vega..."

There standing nearby was the Capcom villain, Vega. "Spider-Man..."

Peter furiously turned towards Felicia, "Did you bring him as well!?"

Felicia shook her head, "No, I didn't even know he'd be here."

Peter turned back to Vega, "Then where did you-"

"I brought him!" they heard Sonata say. She made her way over with an apologetic look. "He's the friend that I've been going to see."

Peter's eye twitched, "Your friend was Vega!? Sonata have you lost your mind!? Do you know who this guy is!?"

"Yes, I know him, I first met him when Wesker and his allies went to Tartarus six years ago, then again when Princess Celestia restored him to life. For a while me and the other Sirens fed off his negative energy towards you," Sonata said.

Twilight looked confused, "Wait, Princess Celestia restored his life? What for?"

"She wanted me to suffer in Tartarus! That's why! She even left THIS on my face!" Vega shouted, pointing to his scar. "My beautiful face ruined! All thanks to that damn sun Princess!"

"Watch how you speak about Celestia!" Twilight warned.

"Seriously, I'm already in a foul mood from seeing you and Electro, so I suggest you watch how you act," Peter warned.

Vega still looked furious, but then Sonata went to sooth him. "Please, you promised me you'd try."

Vega huffed, "Whatever, anyway where did our friend go?"

"What friend!?" Peter asked.

"Over here," Peter heard. He turned and saw yet another unwelcome face. "Hey Spidey."

Peter huffed in anger, "This is a joke right? Why is Shocker here!?"

Shocker casually waved, "Sonata befriended me as well, kept us company in Tartarus for about five years, along with the rest of the Sirens."

"Adagio, Aria, they were...close to me, along with Sonata," Vega said, a hint of sadness in his eyes. That sadness turned to rage as he looked to Peter. "I will NEVER forgive you for what you've done to them!"

"What I'VE done!? You're the one who decided to attack my village! You attacked my friends, my family, you even hurt my daughter! That I'll never forgive YOU for!" Peter shouted, matching the rage in Vega's eyes.

"Besides Peter didn't do ANYTHING to them, unlike you who willingly hurt others!" Twilight shouted.

Vega turned away, "Not my fault they were weak!"

"That's it!" Peter shouted and stomped toward Vega. Before anything, Sonata rushed between the two, preventing a fight.

"That's enough! Come on I hoped we could all be friends!" Sonata shouted.

"Friends!? With this guy!? Absolutely not!" Peter shouted.

"Because I'm not a woman," Vega said.

"What does that have to do with anything!?" Peter shouted.

"I'd like to know myself," Luna said, making her way over, joined by Sunset, Ryu, Chris, Dante, Chun Li, Johnny, and Logan.

"Can't believe Vega's here," Chun Li muttered.

"Chun Li, such a pleasure to see your beautiful face," Vega greeted.

"Save it, you disgust me," Chun Li said.

Luna spoke up, "Answer my question Vega, what does the female gender have to do with your anger towards Peter?"

"Simple, take a good look at all those Spider-Man got onto his side. From the Changeling Queen Chrysalis, to Celestia's failed apprentice Sunset Shimmer, to the lovely Sirens, Adagio Dazzle, Aria Blaze and Sonata Dusk, not to mention the Great and Powerful Trixie, even you Princess Luna, all at one point against Equestria, whether it's something big like Chrysalis, or something small like Trixie, they opposed the Elements or Spider-Man at one point, but they all joined Spider-Man after he showed them kindness. Do you know their common aspect? The fact that they are all females," Vega said.

"What about it though?" Chun Li asked.

"Think about it, how come he never gave a chance to any of the male enemies?" Vega asked, looking around. "Why does he shun Electro for being in the Sinister Six, but not Sonata? Why does he shun the likes of Wesker and Tirek for trying to take over Equestria, yet he befriends Chrysalis, who not only has done the same, but in an alternate future, was the one who took everything from him. He even shuns Thunderlane but seems just fine with seeing Black Cat."

"Are you seriously doing this Vega?" Chun Li asked.

"Yes, I am. Because it's true, if you noticed the Chaos Spirit, who used to be a male, has been replaced with a female, one that from what I've overheard, was also emotionally attached to Spider-Man, because he 'reformed' her and made her see things in a different light. Why didn't he try that with Discord? Because of the fact that Discord is a male, and he would prefer the company of a woman. Which would explain why he had that affair with Future Sweetie Belle," Vega said.

"Don't even go there!" Twilight said. "What happened between Peter and Sweetie Belle has been forgiven."

"Yeah, I'm sure it has," Vega said. "Because the women love Spider-Man."

"You're basically you're accusing Peter of being a flirt even though you're no better," Twilight said.

"I am a flirt, I love being surrounded by beautiful women, but what makes Parker so different? Why does he only care about the females and not the males? Honestly when my world hated him, guess who was the only one to befriend him, Chun Li, a female, who too fell for his charm" Vega said.

"Don't even start on that Vega," Chun Li warned.

"You used to hate him, you and the others, but then you too fell in love with him, then became the only one to give a damn about him," Vega said.

Sonata groaned, "Vega, that's enough, you're making things worse for yourself!"

"I'm just stating facts, if Spider-Man can't handle that it's his own damn fault. He only cares about women, that's why all his closest friends are women, that's why the only ones he brought back from his world were women, that's also why I bet that he'll care much more for his daughter than he will for his own son!" Vega shouted.

Before Peter lost his temper, Johnny spoke up. "Hey shut your mouth already Vega! Peter has males he cares about! Me and our friends from Marvel."

"He also cares about me, that's why he took me in when I was younger," Rumble said.

Vega scrunched his face at them, then was confronted by Ryu. "I suggest you leave our presence, you're clearly not wanted, and not because you're a male, because you're scum."

Vega turned away in disgust, leaving the area with Shocker following.

Everything was quiet for a moment, before Thunderlane spoke up. "You know he made some good points, I've hardly seen Parker befriending any guys."

"Go," Twilight warned. "Go away now or so help me I will blast you to Griffondome."

Thunderlane shrugged, "Whatever Twilight, I can tell I'm not wanted here, since I'm not a mare."

Peter turned angrily to Thunderlane, his eyes turning blue, his magic charging and his voice changing, "Thunderlane..."

Thunderlane slowly backed away, "You don't scare me, I'm leaving because I want to." He then flew off, with Felicia also walking towards his direction.

"I'll keep an eye on him, try to relax yourself Peter. Let's go Sparky."

Electro groaned, then glared at Peter. "Hey thanks for the stupid nickname."

"Deal with it," Peter said, no longer with the blue eyes.

Electro just walked off with Felicia as Sonata looked down in shame.

"This is my fault, I thought I could help them, like Trixie said she helped Lightning Dust."

"It's not your fault, you had good intentions, just some unusual friends," Twilight said.

"I'll admit, maybe if it were just Shocker it would be easier, but Peter just doesn't like Vega," Johnny said.

"Who does really?" Sunset asked.

Sonata sighed, "I do, I got to know a better side to him."

Chun Li shook her head, "I hate to break it to you, but he has no better side, he only favors you because you're a mare, he's no better than what he says Peter is."

Peter rubbed his head, not sure what to make of anything. Ryu approached him with a sympathetic face, "Go lie down or something, you still haven't fully healed and I'm sure you're experiencing a lot of stress."

"I can't, despite my headache I can't just sit back and relax, I need to make sure everyone's alright," Peter said.

"Let me and your friends handle that, right now the top priority is your health," Ryu said.

Peter nodded, "Fine, do me a favor though, make sure someone watches over my daughter, I don't want to chance the idea that she'll run off, again."

"Has your daughter done something like that before?" Ryu asked.

"You wouldn't believe how many times that kid's done something stupid, though I'll admit she probably gets that from my side," Peter said.

"Like father like daughter, she wants to be just like her dad," Ryu said.

Peter scoffed, "That's why I worry about her."

Ryu patted his back, "We'll watch her, just get some rest, we'll discuss everything else later."

Peter nodded and walked off to a room.

"Twilight, you should rest too, yer still kinda hurt," Logan said.

Johnny approached her, "Logan's right, I'll take Ben for now, go rest with Peter."

Twilight nodded as she gave Ben to Johnny, though had one final thing to say. "Please watch over Sonata's 'friends', as well as Felicia and her allies, make sure none of them cause any trouble."

"Will do, go rest up," Logan said.

Twilight followed Peter to the room he went to, both really needed a rest.

"We all should relax a moment, I imagine everyone's tired right now," Chun Li said.

"Hey I'm good, most of my injuries already healed," Dante said.

"Same here," Logan said.

"Well then you two can help keep watch, hopefully many ponies made it here safely," Chris said.

"These villains mean business this time around," Sunset said.

"Yes, best to keep an eye out at all times," Luna said.

The others nodded in agreement and went their separate ways.

With Mayday, she's sitting against the well next to Franklin, thinking over everything that happened. "Poor daddy, he's really hurt, I hate those villains."

"They seem really bad and scary, just like Dr. Doom," Franklin said.

"Who? Or right, one of your dad's villains right? I heard he was one of the reasons Wesker came to this world six years ago, he gave him the portal to come here. Then Ryu, Chris and Dante defeated him, though I don't know what happened after that," Mayday said.

"We're not sure either, my dad said when they went to find him, he was missing, like if he left," Franklin said.

"I hope he's not behind this again, though it seems like Wesker's doing this on his own," Mayday said.

"Along with that scary robot," Franklin said.

Mayday nodded, then saw a couple of familiar ponies. "It's the Cake Twins. Hey Pound Cake! Pumpkin Cake!"

Pumpkin was the first to notice and reply, "Hi Mayday."

Pound Cake noticed a moment later, then shyly waved. "H-hi May..."

Mayday waved back, though Franklin was a little confused. "Are they friends of yours?"

"Yeah, my Auntie Pinkie Pie watches over them, she's to them like Auntie Luna is to me," Mayday said.

The Cake Twins approached Mayday, though were confused when they saw Franklin.

"Um, who's he?" Pumpkin asked.

"That's Franklin, he's he nephew of one of my daddy's friends," Mayday said.

"Hi," Franklin greeted.

The two waved back, then sat with Mayday.

"So who are those bad people?" Pumpkin asked.

"They came from another world aside from my daddy's called 'Capcom', except the robot, he came from my dad's world, that and one of the others so basically only five of them but you get the point. This isn't their first time here since they came by six years ago too," Mayday said.

"Oh I think I remember, my parents were really nervous," Pumpkin said.

"Compared to that giant monster that attacked last year, these guys don't look that scary though," Pound Cake said.

"But they're still strong, that's the problem," Mayday said.

"Not stronger than your dad though right?" Pumpkin asked.

Mayday shrugged, "I don't think they are, not all of them. My dad's having some trouble, but that's only because they keep playing dirty."

"But my Uncle's here with his friends, they're gonna help Mayday's dad," Franklin said.

"So are we," Rumble said, approaching the foals. He looked towards Mayday with a cheery smile. "Hi May, it's been a while."

Mayday's face suddenly became one big smile, "Rumble!" She flew over to hug him really hard. "I've missed you so much!" She glared up at him, "You haven't seen us in so long, where have you been!?"

"Sorry May, I've been busy with The Wonderbolts," Rumble said.

"Still, could have tried coming by more often," Mayday said.

Rumble chuckled and kissed Mayday's head, "Sorry, I'll try to fix that."

Mayday blushed a bit, "I can forgive you Rumble."

Franklin looked confused, "Mayday, whos' that?"

Mayday turned around, "This is Rumble, my parents adopted him six years ago, he lived with us for about four months before his foal sitters took him in." Mayday turned to Rumble, "That's Franklin Richards, he's Johnny Storm's nephew."

"Johnny Storm's nephew? Wow, that's cool, he was one of my favorite Superheroes, I thought he was the coolest until I learned how great Peter really was," Rumble said.

"Thanks to our help," a familiar voice said. Standing nearby were the former Cutie Mark Crusaders. Apple Bloom, current Apple Family Potions Expert, Sweetie Belle, very talented singer, and Scootaloo, leader of the Junior Wonderbolts. "Hey Rumble, Mayday, Cakes, new kid."

Mayday looked surprised, "Wow, the Cutie Mark Crusaders." Mayday turned to Franklin, "Meet Applejack's little sister Apple Bloom, Rarity's little sister Sweetie Belle, and Rainbow Dash's honorary little sister Scootaloo." Mayday turned back to the girls, "This is Franklin, Johnny's nephew."

Scootaloo approached Franklin, "So you're Johnny's nephew, he told me about you once, nice to finally meet you."

"Same here, he mentioned once that his marefriend had little sister, or something like that," Franklin said.

Sweetie Belle approached Franklin and rubbed his mane, "You're really cute, so I guess your mom's Susan Storm?"

"Yes, she is," Franklin said.

"Hey did the other heroes come?" Apple Bloom asked.

"Yeah, from daddy's world and Capcom, they're all here," Mayday said.

"Where is your dad? Kinda wanna see him," Sweetie Belle said.

"He went to lie down, he's really frustrated," Rumble said.

Apple Bloom pitied Peter, "Aw, how come? The villains upset him that much?"

"Not just that, he doesn't like some of his allies, plus Vega came back," Rumble said.

"What!?" Apple Bloom shouted.

Sweetie Belle blushed, "Really!?"

Rumble nodded. "He showed up a moment ago with Sonata Dusk."

Apple Bloom growled, "That guy, when ah get mah hooves on him..."

"If Peter doesn't do it first, he was so mad," Rumble said.

Johnny made his way over with Ben still in his hooves, "Yo, Apple Bloom, Sweetie Belle, Scootaloo!"

The girls were pleased to see Johnny, though Scootaloo seemed the happiest. "Johnny! You're back!" She rushed over to hug him, "I missed you!"

"Same her Scoots, wow you've grown," Johnny said, returning the hug with one hoof.

"Uncle Johnny, how's my dad doing?" Mayday asked.

Johnny sighed, "He's not in a good mood, I doubt it'll be better once he and your mom wake up from their rest."

"Great, mom's probably gonna send me to my room for months," Mayday said.

"Well you probably shouldn't have run off like you did kiddo," Johnny said a bit sternly. "I know you love your parents but you shouldn't endanger yourself, not to mention that you even brought my nephew with me."

"She didn't make me come uncle Johnny," Franklin said. "I went with her, she actually said I could stay behind."

"Oh, so you choose to potentially tick off my sister, who happens to be your mother. Remember kid she raised me before she she raised you, I can tell you first hand how tough a parent she can be" Johnny said.

"You were raised by your sister Mr. Storm?" Pumpkin asked.

"Like Apple Bloom was?" Pound asked.

"Yeah, I was, and don't call me 'Mr. Storm', I'm not an old man, I'm the same age as Peter" Johnny said.

"Anyway speaking of sisters, ah should find mine, kinda worried about her. Have you seen her Johnny?" Apple Bloom asked.

Johnny tapped his chin, "I saw her on the train when we left Ponyville, she arrived with Remy."

"Remy's here too!" Apple Bloom asked. "Ah gotta find him! See ya'll later!"

Once Apple Bloom left, Sweetie Belle spoke up. "Is Bobby around?"

"Yeah he came too, he should be with Rarity," Johnny said.

"Yay! I'll go see him, maybe I can introduce him to Rara," Sweetie Belle said and trotted off.

"Rara? Who's that?" Johnny asked.

"Sweetie Belle's mentor, long story," Scootaloo said.

Johnny nodded, "Anyway at least I found Franklin here safe and sound, I just wonder how my sister is gonna-"

"Franklin!" Johnny heard. He looked around very confused.

"Was that Susan!?"

Franklin grew nervous, "Surely my mom didn't come to this world, did she?"

Mayday chuckled nervously, "Well we did leave the portal open, there's a good chance she might have come through."

"Franklin!" they heard, this time it was a guy.

"And there's Reed, looks like both parents came to find you kid," Johnny said.

"Oh no," Franklin said. "What am I gonna tell my parents?"

"Might as well get it over with kid," Johnny said and called out. "Sue! Reed! Over here!"

Within moments, the two along with Ben had arrived.

"Johnny!? Have you seen Franklin!?" Susan asked.

Johnny pointed to the colt in question, "Your son's officially a pony."

Susan rushed to Franklin and pulled him into a hug, "I'm so glad you're alright! I've been so worried about you! I've been searching the whole Empire for you!"

"Probably should have checked the castle first," Reed said. "Though with so many ponies around, it's not easy to find anyone."

Susan glared down at Franklin. "What were you thinking young man! Wandering into this world!?"

"It's my fault Mrs. Richards," Mayday said. "I brought him with me."

Franklin shook his head, "No, I choose to follow her, it's not entirely her fault."

"Well at least your safe, but Mayday your father said not to come back to this world until he saved it, I don't think he'll be happy to know that you came here," Reed said.

"He already knows, and he's pretty mad," Mayday said.

"He's in a really bad mood right now," Rumble said.

Susan looked to him, squinting her eyes, "Hey, you're Rumble right? Peter and Twilight's adopted son?"

"That's me," Rumble said. "Good to see you again Invisible Mare."

"You too honey," Susan said.

Reed turned to Scootaloo, "You also look familiar."

"I'm Scootaloo, Rainbow Dash's adopted little sister."

"Oh right," Reed said. "Wow you're not such a little girl anymore are you?"

"Kids sure can grow in six years," Ben said.

"Speaking of kids," Susan said, looking to Johnny. "Who's that baby in your arms, er I mean hooves?"

Reed also noticed, "Wow, I didn't even see that you had a baby with you."

Johnny looked down, "Oh right, this is Peter and Twilight's newborn son Ben."

Reed looked a bit closer, "Oh so this is the Ben that they mentioned."

Susan tickled his tummy, "He's adorable, now Peter and Twilight have two adorable children." She turned slyly to Reed, "Maybe we should try catching up."

Reed blushed a little, "Perhaps, though I'm not sure if Franklin's that eager for a brother or sister."

"I don't mind," Franklin said.

"Does your dad mind though?" Johnny teased.

Reed groaned, "Enough, where are Peter and Twilight?"

"Resting, Ultron, Wesker and the others really gave it to them," Johnny said.

"I see, has Dr. Strange contacted Capcom?" Reed asked.

Johnny nodded, "Yeah, several of their Fighters came, including Ryu."

"And Mega Man as well," Mayday said.

"Well that's good, hopefully they're helping this time, and not knocking out those who won't listen," Reed said somewhat bitterly.

Johnny shrugged, "Well we can only hope so."

Elsewhere Spike and The Avengers were checking on the ponies, making sure none of them were too hurt.

"I'm glad you guys were here, you really made helping the ponies much easier," Spike said.

"We're happy to be of help Spike," Cap said.

"Yeah, especially for such a lovely mare," Stark said, glancing towards Coco.

"Easy Tony, we're not here to mate with the ponies," Cap said.

"Hey that could be a nice bonus," Stark said.

"Speaking of mates," Janet said, then hugged Spike close. "I've found mine again."

Spike blushed awkwardly, "Um, Janet...it's great to see you again and all but-"

"Have you gotten taller? You have, you're just about my size, try not to get too big," Janet said with a wink.

Spike groaned, "Look, it's great to see you and all but-"

"It's great to see you too," Janet interrupted. "Oh Spike, I've waited so many years for the chance to be with you again, I could never find anyone close to you."

Spike chuckled nervously, "Oh come on Janet, I'm sure some other guy was more decent than me."

"Please, I actually gave up on finding a boyfriend after my last marriage ended, until I met you. Your love and kindness filled me with so much happiness," Janet said, nuzzling her face against his.

Spike started to sweat a bit, "Um, Janet, isn't this just a teensy bit silly? I mean I know we were a great couple but-"

"It's more than just that Spike, you made me feel loved again, like I was special outside of my job in The Avengers," Janet said.

Before Spike could speak again, another voice was heard. "Janet, there you are!"

Janet recognized that voice and turned around to a big surprise, "Scott?"

Scott approached Janet, his helmet off. "Janet, glad I could find you here, this is a pretty big world, and not just speaking as an ant."

Spike looked curious, "Who's this guy?"

"Spike, meet Scott Lang, the new Ant Man," Janet said in a not too caring tone.

"New Ant Man?" Spike asked, looking to Scott. "You're not the one that was with Janet then, right?"

"No, that was Hank," Scott said.

"Good, I'm not sure if he's someone I wanna see," Spike said.

"Why because he's Janet's first husband or because he's the one who created Ultron thus is the reason behind this whole mess?" Scott asked.

"Both really, if I could I'd kick his flank for letting this happen," Spike said.

"Anyway Scott what are you doing here, you're supposed to be home watching over Hope," Janet said.

"Well she wanted to come see you, she missed her mommy," Scott said.

"I'm sure she misses me but...wait come see me? What does that-"

"Mommy!" Janet heard. Suddenly a young unicorn filly had run up to Janet. "Mommy you're here!"

"Hope?" Janet asked, picking up the filly. "How'd you get here?"

"I'm surprised she recognized you, then again your hair and bee striped tail pretty much give you away," Scott said.

"Shut up Lang," Janet said and turned to Hope. "You shouldn't be here, it's dangerous."

Spike was at a loss, this girl was Janet's daughter, but if Janet never got together with anyone after she left six years prior then who would the father be? There's a chance that she was already born but wouldn't Janet have mentioned her before?"

"How did this girl even get here?" Stark asked.

"Same way The rest of the Fantastic Four did, through a portal that was apparently made by Spider-Man's daughter," Scott said.

"His daughter made a portal?" Cap asked.

"Wow, she's much more gifted than I imagined, wonder if Peter would let her work for me one day," Stark wondered.

Cap glared, "I doubt he'd let his daughter work where you're her boss considering your flirty nature."

"Hey I wouldn't do that with his daughter! Peter's like the son I've always wanted...wait speaking of which, is his aunt still single? She's unusually hot as pony," Stark said.

"Focus Tony!" Cap said, then turned to Scott. "Regardless of the portal, bringing Janet's daughter was very irresponsible. Suppose someone brought Cassie to a place like this?"

"Hey other than the evil robots and the other jerks, I'm sure Cassie would love this place," Scott said.

Janet groaned, "This is ridiculous, at least she'll be safe here, I'm not letting anything bad happen to my little girl."

Spike looked even more confused, "Hey Janet, how come you never mentioned a daughter to me before?"

Janet looked to Spike curiously, then remembered something important she hadn't told him yet. "Um, she kinda wasn't born yet."

Spike became even more confused, "Um...when was she born?"

"Less than a year after I left this world," Janet said.

Spike started to sweat a bit, hopefully this doesn't mean what he thinks he means. "But...you said you never got together with anyone after you left."

"I never did," Janet said with a grin.

Spike's pupils shrank. "But...then wouldn't that mean..."

"Spike, meet your daughter, Hope," Janet said, then turned to Hope. "Hope, meet your daddy."

Hope looked to Spike, who seemed really confused. "Daddy?"

Spike was at a loss for words, this filly can't be his daughter, can she? "Um...hi?"

"Daddy!" Hope said, running over to hug Spike, who seemed even more freaked out.

"Janet, what's going on!?" Spike asked.

"She's your daughter, it's that simple," Janet said.

"But...but...how!?" Spike asked.

Scott scratched his head, "Didn't your mother ever give you...the talk?"

"That's not what I meant!" Spike shouted with a red face. "I meant how can she be my daughter?"

"Remember our 'special time' before I left?" Janet asked. "Well apparently you left me with a little present. I found that I was pregnant a couple of months after I left here. It really upset me at first because she wouldn't know her dad most likely, but Johnny and the others constantly reassured me that we would reunite one day. Now look at us, a happy family like I've always wanted."

Spike still looked at a loss, "But...I can't believe this...I left you with a daughter?"

"Don't worry, Johnny and the others took care of me during all that, I even got help from The Avengers. You didn't know I got pregnant, but now you can finally meet your daughter," Janet said.

"I'm so happy to meet you daddy, I can't believe my daddy's a dragon! That makes me part dragon!" Hope said.

Spike feigned a smile, granted he doesn't hate the idea of having a daughter, she seems really nice and cute, but this will complicate things really badly for him.

"Poor kid, hasn't seen his girlfriend in six years, next time he sees her, she tells him he's a daddy, that's gotta suck," Stark said.

Cap groaned, "Tony, don't make it worse."

Elsewhere in the area, Logan had gone to find Fluttershy, hoping she was safe. Lightning Dust offered to accompany him, also wanting to find Fluttershy.

"So, Logan, how's life been the last six years?" Lightning asked.

"Alright, nothing really special, you?" Logan replied.

"Same, nothing really big. Left Fluttershy's home a few months after you left, she didn't want me to leave but I didn't feel right staying there and intruding on her. At least when you and Laura were around I felt more at home, like a family," Lightning said.

"Isn't Fluttershy enough fer a family?" Logan asked.

"I like her, but we really didn't have a lot in common, I just felt weird after a while, plus I got the feeling the others didn't like me too much, in fact the only reason they never said much was because I had Laura around, and they wouldn't dare upset her," Lightning said.

"Yer just misunderstood, personally I think yer a cool mare," Logan said.

Lightning blushed, "Thanks, you're awesome Logan."

A moment later they encountered Fluttershy, who was talking with Pinkie Pie.

"Fluttershy!" Logan shouted, getting her attention.

"Logan! You're safe!" Fluttershy said.

"Got an old friend with me," Logan said, gesturing to Lightning Dust.

"Sup? How are ya?" Lightning asked.

"Dust! Is that you!?" a nearby voice said. Suddenly Laura came into view, surprising Logan and Lightning Dust.

"Laura!?" Dust shouted in happiness.

"Yo Dust! I've missed you so much!" Laura said, running over to tackle Lightning Dust down in a hug.

"Ow, easy Laura," Lightning said.

"Hey Fluttershy didn't complain," Laura teased playfully, then moved up to nuzzle her face. "Still, I missed you Dust, I hated being away from a friend."

"I missed you too Laura," Lightning Dust said, hugging her close.

As Fluttershy awed, Pinkie Pie giggled and Logan smirked, Deadpool walked over with one question on his mind. "So...you two gonna do it or something?"

Laura glared, "Buzz off, not in the mood for your stupid jokes."

Deadpool shrugged, then pulled Pinkie into a side hug. "Whatever, I got this Pie to satisfy me."

Logan groaned, then looked around and saw three of the Fantastic Four with Franklin, but was surprised at who they were speaking to. "Pinkie, I see yer sisters, they're with Johnny's relatives."

"My sisters!?" Pinkie said, then turned to Wade, "Let's reintroduce you!"

"Sweet! My future in-laws!" Deadpool said, following Pinkie.

Laura also grinned, "Limestone, been thinking about her a lot as well..."

With the Pies and Fantastics, Reed is explaining some things to them about his recent work as they listened, Limestone trying to pay attention but unable to fully follow him, Marble listening while hugging Franklin, whom she found to be cute and Maud just standing there.

"So that's my work," Reed finished, looking to the three sisters, awaiting a reaction.

Limestone nodded, "Uh-huh...sounds great Dr. Richards. Still nice to see you again, and it's great to see your son, he looks like a nice kid."

"He's cute," Maud added.

Franklin wasn't sure what to make of the monotone reaction, but from what Ben had told him in the past about Maud, she's always like that.

"Yo Pies!" Laura said, getting their collective attention.

"Laura!?" Limestone said, rushing over to her friend. "Great, you're here too!"

"Of course, got worried for my favorite girls, you, Dust and Fluttershy," Laura explained.

"Well I'm glad you came, really missed you," Limestone said, hugging Laura.

"Aw, so sweet, everypony's reunited," Pinkie said.

"Seems like it," Logan said, looking around. "I hope everyone else is ok though."

"A few trains are still out gathering ponies, but hopefully none of the villains got to them," Reed said.

"Yeah, hopefully," Logan said.

Elsewhere, Mega Man was sitting alone, thinking over what had happened. He feels like he let his friends down big time, he couldn't even help Zero fight Ultron. Suddenly he felt the presence of a pony nearby, and turned to see Ryu.

"You look troubled," Ryu said.

"I failed Ryu, I couldn't help Zero, didn't turn out too useful did I?" Mega Man asked.

"Why would you say that? We all have the same burden to help others. What happened to Zero falls on all of us," Ryu said.

"But he's a fellow Super Fighting Robot, plus he helped me out, I should have helped him," Mega Man said.

"What's important is that you're alright, besides you did something great. You saved Spider-Man's daughter, I'm sure he and his wife are very grateful for that," Ryu said.

Mega Man nodded, "Well I'm glad she's safe, she's really brave though."

"Yes, she is, she gets it from her parents," Ryu said. "She also seems to have inherited her father's foolishness though, but it's an endearing quality."

Mega Man chuckled a little, "Maybe." The robot continued to think everything over. At least he got to save a nice, cute and sweet young girl, he did some good.

A couple of hours had passed, a majority of Equestria had been rescued but a few were unknown at the moment. Unfortunately there were also no signs of Eris, Dr. Strange or Madame Web, worrying the ponies that much more.

The Pie Family sat with the Fantastic Four, Mayday and Franklin also sitting with them alongside Deadpool, Rainbow Dash and Scootaloo. Logan, Fluttershy, Laura and Lightning Dust sat close as well, Fluttershy really worried about her critters, but Logan reassuring her that things should be fine.

The Apple Family sat together; Applejack, Apple Bloom, Big Macintosh, Babs Seed, Granny Smith and Braeburn. Remy also sat with them, catching up with the other Apples, especially his little sister.

Rarity, Sweetie Belle and Bobby also sat together, Sweetie Belle wanting to tell Bobby everything she's been up to. Even Coloratura had sat with them, telling Bobby how talented Sweetie Belle, Bobby relaying that he's proud of Sweetie Belle.

Sonata sat with Vega and Shocker, both of whom looked really bored. Felicia had brought over Thunderlane and Electro, figuring it's best that they all stay together for now. Vega wasn't too fond of seeing Thunderlane or Electro, but it's better than most company in the current room.

The Capcom Fighters also sat together, feeling worry for everything that's happened so far. They can't help but blame themselves for all of this, they failed to keep their enemies in their own world, now they're creating problems in this one. Sunset Shimmer sat close to them, mainly to be with Ryu.

Rumble sat while holding Ben, being kept company by Trixie, Aunt May and Princess Cadance, along with her own child. Zecora also stayed nearby, having also been alerted to the presence of Ultron and The Capcom villains.

Janet sat with Spike, Hope joining the two, finally happy that her parents are together and she can see her dad. Spike still looked a little unsure, though did hold his daughter close to him. She seems like a nice girl, and that is his daughter, he owes her attention after all. The Avengers and Coco Pommel sat close by, wondering how Spike would handle this.

A moment later, Luna spoke up to the ponies around. "Attention Equestria! At this moment Prince Peter Parker would like to address this situation!"

"Pfft, Prince Peter Parker?" Thunderlane joked.

"Forgot he's technically a Prince, that just sounds odd to me," Shocker said.

"Please stop," Sonata begged.

"Seriously, show a little respect," Felicia said.

Up at the front, Peter, no longer in his suit, started speaking before the crowd. "Alright listen everypony, as you can see we have another dangerous situation at hoof. Albert Wesker, the villain from Capcom, who came to this world six years ago, is back. Unfortunately he brought an evil robot from my world named Ultron, his clones as you saw are attacking Equestria, so until me and my allies dispose of them, everypony is to remain in the Crystal Empire until further notice."

Luna stepped forward, "Peter will do everything he can to stop them, his allies will fight hard alongside him as well, myself included. We promise to end this terror before it spreads too far."

"How did they come to this world anyway?" Apple Bloom asked.

"Starlight Glimmer, a pony I've been trying to find for about a year now, had let them into this world, apparently she's been planning this for a while," Peter said.

"Which reminds me," Luna said and turned to the guards. "You are to continue trying to find her when you search for ponies, follow Ultron's robots if you must."

Sunset stepped up, "I'll go as well, this mare is a lot more trouble than she's worth."

"Not alone, make sure you have allies with you," Peter said.

Sunset looked around, "Any volunteers?"

Almost immediately, Ryu stood up. "I shall join you. Me along with my two allies, Chris Redfield and Dante."

Dante looked over to Ryu, "Did you just volunteer us for something?"

"Do you not wanna help stop what your brother caused?" Ryu asked.

Dante shrugged, "Of course, but you seemed so quick to volunteer us without really asking if we're cool with it."

"Hey I'm cool with it, anything to stop Wesker from his plans," Chris said.

"Then it's settled, Ryu, Chris Redfield and Dante will join Sunset Shimmer in finding Starlight Glimmer," Luna said.

Dante scratched his head, "Her first name sounds like Twilight's, her last name sounds like Shimmer's...any relation?"

Peter groaned, "No, Twilight's only brothers are Shining Armor and Spike. Sunset has no siblings I'm aware of but I'm pretty sure she's not related to Starlight."

"I'm not, thought that would be a bit odd for me, imagine having an evil sibling," Sunset said.

Dante rolled his eyes, "Yeah, so horrible, oh I can't even imagine it."

Sunset blushed upon understanding Dante's sarcasm, "Right, sorry."

"Good, now any other groups wanna go?" Peter asked.

Remy raised his hoof, "I can form a team."

"I can join him," Bobby said.

"And me," Applejack said.

"Same darling," Rarity said.

Peter looked unsure, "I don't think it's a good idea for Rarity and Applejack to go, neither of you are properly trained to fight."

"Hey, we just saved a whole group of ponies, we held our own didn't we?" Applejack said.

"Applejack's tough Parker, I think she's got this," Dante insisted.

"Same here, Rarity has skills of her own," Chris said.

"I think I know my own friends guys," Peter harshly said. "They're not going out there, Remy and Bobby can find somepony else to help them."

Everypony looked a little surprised by Peter's little outburst, though Dante looked pretty irritated. "Whatever dude, at least I believe in Applejack's strength."

"Let's not continue this please," Luna said. "Applejack, Rarity, Peter is correct, you've done well before but times like this we need the more combat trained ponies to handle this, you two should stay with your sisters."

Applejack groaned a little, "Guess ah can at least help protect mah family."

"Good, The Avengers can form another team, then The Wonderbolts, others I'll work out in a moment, for now all of you go about your business." Peter turned to Luna, "Go get Sunset, Twlight, Cadance, Spitfire and Chun Li. Meet me in the throne room."

Luna nodded, "Right, will do."

As they went about their business, Rarity approached both Chris and Dante, "I hope neither of you took offense to Peter's little outburst, I think this chaos is stressing him out."

"I can tell, kid's gotta lighten up though," Chris said.

"Yeah, I know he wants to keep Equestria safe and all but if he's gonna be all moody, that's gonna make it harder," Dante said.

"That just means we have to be just as cooperative, help him through this," Rarity said.

"Yeah, you both know what it's like, try to relate," Applejack said.

Dante shrugged, "If you say so. Anyway it's nice to see you again after so long though, where's your sister?"

"Over there," Applejack said, pointing to Apple Bloom, who was talking to her friends.

"Wow, she's really grown up," Dante said.

"Sweetie Belle too," Chris added, "She almost looks like her Future Self, except her hair isn't as puffy."

"Who's that mare talking with your brother?" Dante asked, pointing to Coloratura.

"That's mah childhood friend Coloratura, or Rara as ah call her, she's got a great singing voice, something she puts to use very well," Applejack said.

"Oh, she likes to sing huh? Maybe she can do a show with Felicia, the one from our world, I'm sure neither would mind," Dante said.

In the throne room, Peter is sitting at a table with Twilight, Luna, Cadance, Sunset, Spitfire and Chun Li. "Glad I gathered you all here."

"What's the plan Peter?" Sunset asked.

"Like I said, we go around, find more ponies to save, and try to find Starlight Glimmer. Hopefully wherever she is has the portal Wesker's using to send in these Ultron clones. We need to stop them before they destroy Equestria," Peter said.

"Not to mention they might eventually find their way here," Twilight said.

"Exactly, Wesker knows about this place, he'll know that we're all here soon enough, that's why we need to stop him before he hurts the ponies here," Peter said.

"Don't worry, me and my Wonderbolts will handle everything in the skies, though I'm assuming I can ask assistance from Johnny Storm as well?" Spitifire asked.

Peter shrugged, "Sure, why not, I'm sure he won't mind."

"I'll actively try to find Glimmer, I'm sure I'll have great results with Ryu, Chris and Dante by my side," Sunset said.

"Not to mention Bobby and Remy going, but they'll need another ally," Twilight said.

"Logan could join them, maybe another Capcom Fighter, like Spencer," Peter said.

"Maybe Trixie too, she worked well with him and Lightning Dust," Luna said.

Peter shrugged, "Rather Trixie stay closer to here, she's good but she's more defense than anything."

"Are you sure Peter?" Cadance asked. "She did well a year ago."

"I know what I'm doing!" Peter asserted, surprising the ponies around. Letting out a sigh of frustration, he continued to elaborate. "Look, I know she did great but she's not a natural fighter, I don't wanna send her out there like that."

Luna looked a little concerned at Peter's demeanor, even in times like this he tries to remain a bit cheery. "You seem really distracted, are you sure you are alright Peter?"

"I'm fine, I'm just worried about Equestria," Peter said.

"Don't freak out though, we got this, and with your Marvel friends along with the Capcom allies, we're sure to save this world," Spitfire reassured.

" _You need to listen to your friends, you're worrying way too much, it's not good_ ," Dream said.

 _"I know, but you saw how tough it was out there_ ," Peter replied.

" _Still, have faith in them_ ," Dream reassured.

Chun Li couldn't help but notice that Peter seemed to be holding his head. "Is he alright?"

"Must be talking with Dream," Twilight said.

Chun Li curiously looked over, "Who?"

"It's a long story, let's just say he once had something that controlled him, now he can control her," Twilight answered.

"She was the Nightmare Energy," Peter said, switching out of his inner conversation with Dream.

"Nightmare Energy? Isn't that evil energy?" Chun Li asked.

"It was. now she's a friend though, a great friend to have I might add," Peter said. "Plus thanks to her, I can finally use magic." Peter then switched his eyes to blue, which somewhat surprised Chun Li, but considering she has friends who can do something similar, she wasn't that freaked out.

"So you can change your eyes too huh?" Chun Li asked.

"Yeah, but I lose the ability to do my Spider-Sense, so I can't detect incoming danger, I have to rely on Dream," Peter said in his dual voice, once again barely phasing Chun Li.

"Oh, so Blue eyes, Dual voice and magic, you even had a new suit before, you've changed a lot from the Peter I knew," Chun Li said.

Peter nodded, "Yeah, I guess."

She approached him with a smile, "You're still the cutest Superhero though, that hasn't changed." She started stroking his mane affectionately.

Peter chuckled nervously, "Thanks...though I don't think Twilight's too happy to hear you say that, or Luna for that matter...in fact even Spitfire looks kinda jealous."

Chun Li turned around, looking at the not so happy faces of Twilight and Luna, plus the envious glare of Spitfire. She wants to hug Peter too.

"Sorry, I couldn't resist, his eyes make him look kinda cute, plus I wanted him to relieve some stress" Chun Li turned back to Peter with a somewhat serious look. "I do hope you have that Nightmare Energy under control, can't say I trust it very much."

" _I don't like this mare much_ ," Dream said.

" _She's just concerned, she's always been concerned about me, kinda grateful for her_ ," Peter reminded.

"Alright, let's get the plans set, let's figure out who goes where," Twilight said, putting that Chun Li hugging Peter thing aside for now.

Outside the room, one more reunion happened. Lightning Dust was walking to grab some drinks for her friends when she bumped into a familiar face.

"Vega?" Lightning said.

Vega looked surprised, "Lightning Dust, it's been years."

"Yeah...so how have you been?" Lightning asked.

"Not so good, how about you? What happened after the fight in this castle?" Vega asked.

"I got hurt pretty badly by Peter, but don't worry, he said sorry and was really nice to me. Fluttershy let me live with her, Wolverine and X-23 for a while," Lightning said.

"So Parker was nice to you, figures, the only mare in our group," Vega said.

Lightning looked curious, "What does that mean?"

"Nothing, don't worry about it," Vega said.

Lightning looked unsure. "If you say so."

Vega turned to leave, "I'm going back to my friends, feel free to join me-"

As he talked, Apple Bloom appeared before him, "HEY!"

Vega turned around and the next thing he knew, a hoof came ramming into his jaw, nearly knocking his teeth out. He stumbled backwards and landed against a wall. As he looked up he saw a very angry Apple Bloom and to his left and right were Scootaloo and Sweetie Belle.

Holding his face, he turned to the only one he cared about, "Sweetie Belle? Wow it's been years, you've really grown into a beautiful mare."

"Still a charmer huh? Sorry but I've moved on," Sweetie Belle said, turning her head away, though blushing slightly.

Apple Bloom got his attention, "Ah ain't done ya varmit, you ready fer an ass kicking!?"

Vega looked surprised at Apple Bloom, "Easy there chica, maybe things happened and I may have hurt you and your friends, but isn't Equestria about having another chance?"

Apple Bloom slammed her hooves, "Yeah, it is. A chance...TO TEACH YOU A LESSON!"

All that was heard from around the castle was a large beating, Apple Bloom's aggressive tone and Vega's cries for mercy.

Sonata looked on in shame, wondering if this was a mistake. Shocker also looked on with some shame, also somewhat pitying Sonata. Truth be told it was nice that she at least tried to help, even if he doesn't care much for the other ponies. Perhaps the world's finally getting to him but he began to wonder how he could make some things better.

Even the trio of Black Cat, Electro and Thunderlane looked on in shame and surprise. Thunderlane knew this meant that not many in Equestria would trust any of them, despite him at least trying to fight on their behalf. Though maybe he needs to take a different approach.

Lightning snuck away, not wanting to be around any more of the fighting. It was nice seeing Vega again, but he looked a little busy.

The next day at the trains, ponies were moving out to different cities to save the ponies. Logan, Remy and Bobby took one train, The Avengers, that being Cap, Stark, Wasp and Hawkeye took another, Spike went on one with some dragons, and finally The Wonderbolts, led by Spitfire, Soarin and Fleetfoot.

Peter wanted to go, but there was worry that he wasn't fully recovered. He insisted that he was, stressing the fact that he has accelerated healing, but it wasn't his wounds that was a source of concern, they believed he was too stressed and shouldn't be fighting. He insisted he would, he won't be stopped.

While Peter sulked nearby, Cap approached him, hoof on his shoulder. "I know you mean well Peter, but sometimes you gotta know when to stay back. Trust that your allies have everything under control."

Peter nodded, "Alright Cap."

Sunset and the Capcom Trio stood by a train, ready to depart. Sunset boarded first, awaiting the others.

"Alright, time for us to rescue the other ponies, let's go guys," Ryu said.

The three started to board the train as the engine started. Chris and Dante exchanged a quick glance at each other, then towards Ryu and Sunset Shimmer.

"You know what we need to do right?" Dante asked.

"Yeah, get that muscle head to see something beyond getting stronger," Chris said.

The two watched as Sunset stood right next to Ryu, the martial artist paying little mind. Sunset knew he was always focused, though at times wish he focused on her. Luckily for her, she had two that would help her with that.

The train had took off, heading to another part of Equestria, to find the villains, mainly the one who helped cause all this, Starlight Glimmer.

Elsewhere in a remote place, Starlight was sitting near the portal, reading up on the book Wesker gave her, giving her insight to magic used in the Capcom world. It was a book, that according to Wesker, was found in an old library by Vergil, back when he was looking for some information regarding his own goals that pertained to his father's legacy.

"At least that whiny demon brat came in handy for something," Starlight said, looking over the book. "Still, I hate to admit this but this magic might be difficult to use. It's not done the same way as Equestrian magic, most of it is demon related stuff. No matter, there are ways."

She got a radio call, "Starlight, are you there?"

"Yes Albert? What is it?" Starlight asked.

"The operation to Eradicate the ponies and other lifeforms of this world is still in full effect, but we did run into a little mishap, over course of about 24 hours, many of them seem to have retreated," only a few remain Wesker said.

"Retreated huh? Probably should have planned this better," Starlight said in a snarky way.

"Watch your tone wench!" she heard Vergil shout, his voice sounding a bit far off.

"Vergil! Enough!" Wesker said, then spoke again, "Ignoring your 'cute' little comment, this can also affect you. Not only has Spider-Man recruited allies from his world, he's also recruited allies from my world as well. Plus not too long ago, one of the robots detected some trains departing, one of them seemed to be traveling towards your location. I suggest you get out of there immediatley."

"I could, or I can finally bring in an old friend of yours, he radioed me not too long ago, saying he's fully ready to come back," Starlight said.

"Is he now? Let's hope he does a better job this time around, Wesker out."

With the radio off, Starlight contacted her other ally. "It's time for you to come forth."

She waited at the portal for the ally to arrive. Moments later a familiar figure came through the portal, his cape flowing, his hooves powering up, and that smile of his, he was ready for a fight.

"Finally, I've waited years for this."

"Six years to be precise, quite a long time? Isn't it Bison?" Starlight asked.

The leader of Shadowlaw, Bison, floated in the air with his forelegs crossed and his smile wide. "It certainly was."

Bison floated triumphantly as Starlight rolled her eyes, not caring all that much. She knew the train was coming, the heroes on that trian were ready for a fight.


	8. A New Challenge

Sunset rode on the train, sitting next to Ryu, who was mediating and awaiting the rescue. Dante and Chris sat nearby, both trying to figure out not only how to rescue ponies, but to help Ryu and Sunset Shimmer.

"Think he'll figure out she likes him?" Dante asked.

"Not likely, he's no good with stuff like that," Chris said.

"Damn, what a shame. She's not bad looking after all," Dante said.

"Well it's hard to blame Ryu, in his position I would probably be oblivious too," Chris said.

"Yeah, bet that pissed off Jill," Dante joked.

Chris glared, "Cute, what about you and Trish?"

"Hey that's a different situation," Dante said.

"Yeah, different, anyway this is a chance for Sunset to prove her strength, that will catch Ryu's attention most likely," Chris said.

"Definitely," Dante said, sitting back and wating for the train to reach it's destination.

Little did Sunset know, Ryu did slightly glance at her on occasion. Deep down Ryu is worried about her getting hurt, but he'll have to trust that she'll be able to handle herself.

Peter watched over the Crystal Empire from on top of a Balcony, looking down as the guards escorted ponies to more comfortable areas. He saw several ponies familiar to him, such as Lyra, Bon Bon, Derpy, Doctor Hooves, Vinyl Scratch and Octavia.

Peter felt furious, the fact that he couldn't prevent this. Granted the ponies are safe, most of them, he didn't want things to come to this. He should have been able to stop this the moment it happened.

Jill saw Peter sulking nearby. Feeling sorry for him, she had approached him and sat by him. "You ok Spider-Man?"

Peter turned to Jill, "Oh, hello Jill, I'm fine, and please, call me Peter, I don't use the Spider-Man or Spider-Mane name any longer."

"Alright, Peter, you don't sound fine though, something bothering you?" Jill asked.

Peter rubbed his head, "Sorta, I mean I really didn't want this battle to escalate this far, a year ago this world faced a huge crisis with my enemies and enemies of this world coming together in an attempt to conquer it."

"What exactly happened?" Jill asked.

"A year ago, a monster named Tirek, who's this giant Centaur attempted to take over Equestria, recruiting some of my enemies that he managed to get from this world, which included my greatest enemy, The Green Goblin," Peter explained."

"Goblin? I thought you took care of him eleven years ago?" Jill asked.

"I thought so too, but he survived somehow. He along with others, including a group of Sirens joined to form a new Sinister Six, together they were too much for me. Fortunately one of them switched sides, mainly since I befriended her beforehand, plus the fact that they even targeted my daughter was too much. They then destroyed my home, with me, my family and some friends still inside, or so they thought. We were rescued by a creature named Eris, she had been contacting Madame Web and together they brought us to another Earth," Peter explained.

"Madame Web huh? Kind of a mysterious woman I should say," Jill said.

"Tell me about it, anyway we spent three months on Earth, which was a week here, preparing alongside two other allies of mine, both with the same powers as me," Peter said.

"So you're not the only one?" Jill asked.

"No, there's more, one of them is a female version of myself, and the other is an alternate version of my ex-girlfriend," Peter explained.

Jill raised her eyebrow in confusion, "I've fought zombies, monsters and a whole lot of weird stuff, and I still find out about such unusual things."

"My life is very unusual, anyway we came back and defeated them, at the cost of losing Princess Celestia," Peter said.

"Oh, so she is gone. Me and my allies overheard a few ponies mention that but to hear that she's gone is so...odd," Jill said.

"Well thankfully Twilight stepped up to take her place, at least job wise, nopony can truly replace somepony as great as Celestia, not even me. Most of Equestria still hasn't gotten over her, and this little battle isn't helping their worry much either," Peter said.

"I should think not," Jill said. "Maybe it's our fault though, we didn't stop these guys when we should have, Wesker is mine and Chris's enemy, Vergil is Dante's enemy and brother, they're our responsibility, and we failed."

Peter pitied Jill a little, "It's still my world to protect as well, don't blame yourself entirely, it's my duty to keep others safe."

"Mine too," Jill said. "For the longest time it's been my job, even if I wasn't always the best at it."

"Huh? How so?" Peter asked.

"I've let people down before too Peter, I know that pain of the failure to protect others. When my teammates were attacked by B.O.W.s right before my eyes, I couldn't help them, truthfully I was too scared too," Jill said.

"Well considering the monsters you face and the fact that you're only human, it makes sense to be scared," Peter said.

"Yes, but it's still not the best feeling in the world," Jill said. "I still remember the time one of my teammates was attacked, the last thing he said was him asking for my help, he needed me to help him but I couldn't, I let that monster get him. Sometimes I still feel that nagging sense of guilt, to know that I let my teammate down. I'm sure you can relate to that."

"Oh, big time. I still haven't forgotten what happened to my Uncle or my old girlfriend, those two moments are ones that I'll never be able to forget, it drives me to protect others, so they don't suffer like I did," Peter let out a big sigh, "Unfortunately I still have moments where I can't protect everyone."

"You may be very strong Peter, but you're still just one person, or one pony. I bet even Superman can't be everywhere at once," Jill said.

"Yeah but Superman would still do ten times better than me, I'm sure he didn't let his uncle or girlfriend down," Peter said.

"You don't know that, maybe his reason for being a hero is similar to yours, do you think he was born perfect?" Jill asked.

Peter shrugged, "Doesn't matter, I still gotta try to protect my world." He stood up, "Anyway I need to get back to my wife, maybe we can make more plans."

"Do you need me to help? I can go somewhere with my fellow Fighters," Jill said.

"Speaking of which, I heard about what happened to Zero, I'm sorry you had to go through that," Peter said.

"It's fine, Zero knew the risks, we all did. Rock's been a little upset over it, though your daughter's been able to cheer him up at least," Jill said.

"Oh, my daughter, another headache," Peter said.

"So the great Spider-Man is experiencing trouble as a parent?" Jill teased.

Peter glared slightly, "Cute...in all seriousness my daughter is the biggest pain. I get that she wants to help, and I'm glad she cares so much, it shows me she's growing up to be a great pony, and I love her so much, she means everything to me...I just wish she would stop doing such reckless things. I don't want her getting hurt, she doesn't seem to understand that I'm more worried for her well-being than I am for my own," Peter said.

"Actually, I think she does understand, which is probably why she worries so much," Jill said.

Peter rubbed his head, "I don't know how to handle this, how can I be mad at my daughter just because she loves me too much to wanna help me whenever she believes she can?"

"I can't help with that unfortunately, you know your daughter better than I do, but maybe look at it from her point of view. What makes her so worried about you? Is it just because you're a superhero? Did she have a moment where she failed someone and wishes to justify herself? Maybe you yourself are too reckless?" Jill asked.

Peter groaned a little, "I'll worry about it later, I need to get going." As Peter went inside, Deadpool passed by.

"Yo Spidey! Haven't had a chance to speak to you yet! I've been busy getting 'reacquainted' with Pinkie Pie, plus the others told me not to bother you, saying you were in a pretty sour mood. But yeah, haven't seen you in a while, how've you been!?"

Peter glared a bit at Deadpool, then just walked off, leaving the ninja confused. Normally Peter would tell him off, not completely ignore him. "Was it something I said?"

Jill approached him with a pitiful look, "Your fellow Heroes don't seem to like you very much." She too walked off, opposite of Peter, leaving Deadpool even more confused.

"Am I missing something?"

Back with Sunset and the Capcom trio, their train had stopped near a city and they walked around, looking for ponies to rescue.

"If there's anypony out there, get to the train station quickly! You will be escorted to the Crystal Empire!" Sunset shouted to the town.

Ryu looked around, hoping to find any traces of other ponies. "There's something strange about this town."

"Yeah, a little different from the other towns," Dante said.

Chris looked around with a slight scowl on his face, "Is this town already abandoned? I don't see many ponies here."

"There used to be ponies here," they heard from nearby. All of them turned and saw Starlight Glimmer watching from a roof.

"Who are you!?" Ryu asked.

"My name's Starlight Glimmer, the old mayor of this village, Our Town," Starlight answered.

"Starlight Glimmer, you worked with Tirek and The Sinister Six!" Sunset shouted.

"That also means you're currently working with our enemies!" Ryu shouted.

Starlight took a good look at Dante, "You look just like Vergil, I take it you're Dante, the brother that he always mentions."

"You got that right, I'm babe, kind of a big deal back in my world" Dante said with a smirk.

Starlight rolled her eyes, "Keep dreaming lover boy." She looked among them, "So which one of you is Chris?"

"I am," Chris said. "I'm sure Wesker's mentioned me."

"Boy has he, you're the only other person on his mind other than Spider-Mane," Starlight said.

Ryu stepped forward, "Do you know of me?"

Starlight rubbed her chin, "Hm, fighting gi, headband, serious look...you must be Ryu." Starlight grinned. "This is perfect, I have the Capcom main Trio in Our Town, just in time to meet the perfect guest."

"The perfect guest?" Sunset asked.

Starlight gestured to a nearby home, and in a quick moment, a familiar pony in red with a cape came flying out, an evil grin on his face. "It's been years..."

The ponies looked very surprised, but Ryu seemed the most surprised at the sight of this enemy. "BISON!?"

"Ryu, I've been waiting so long for this chance," Bison said.

Sunset herself was confused, "Bison? Your enemy? But how? Didn't Luna finish him off?"

"I'm not too surprised," Ryu said. "Bison has clones of himself, if he loses one body, he has another body waiting for him. Plus he can also reconstruct a body as well."

"Exactly, with this I shall live forever, and become the strongest being in existance!" Bison said, floating in the air with his forelegs crossed. "Now Ryu, I believe you and I have a score to settle."

Sunset turned to Ryu, "How strong is he exactly?"

"He's one of the strongest fighters of my world, his power can match or even exceed Wesker's if he wanted to, maybe even Vergil's," Ryu explained.

"He's also very dangerous, he leads Shadowlaw, his top three Fighters from there included Balrog, Vega and Sagat," Chris added.

"Dude's tough, don't take him lightly," Dante said.

Sunset turned to Starlight, "Why are you doing this anyway!? Why have you helped Wesker!?"

"I just want to realize my goals, if Spider-Mane and Princess Twilight didn't mess up my perfect village then this wouldn't have happened!" Starlight shouted. "All I want is a village of equals, where everypony is the same! No Cutie Mark to define you! No friends who think they're better than you and leave you just because you're not special enough!"

Dante looked surprised, "Wow, this chick has issues."

Chris groaned, "Hey look, I get that you want Equality, that's a good thing, but if you're forcing ponies to live without their Cutie Marks, that's not really Equality, you're just doing what you want them to do."

Dante spoke next, "I personally don't care about Cutie Marks, I don't have one, nor do I care about getting one. But they're important to the ponies of Equestria, so we can't let you do what you want."

"How can you have Equality if Wesker eradicates all life anyway?" Ryu asked.

"He told me I can have a few ponies, plus he doesn't plan to just get rid of everything, he just wants to make a superior world, he, Vergil and Ultron. The four of us have a common goal, the perfect world of superior, and equal, individuals," Starlight said.

Dante groaned, "Wow, and I thought that Mithos guy I heard about from Namco was a pain about this whole 'Superior Lifeforms' thing."

Bison floated towards them, each of them ready for a fight. As he approached, the group was also surprised by the arrival of Ultron's robot clones.

"Crap, now we gotta worry about those robots!" Dante said.

Ryu got into a stance, "I can handle Bison, you three help the guards with the robots."

"Can you handle him alone? Bison's proved more than a match for you in the past," Chris said.

"I know, but I have to try," Ryu insisted.

Starlight chuckled, "While you have fun, I need to go finish grabbing some supplies. Obviously I can't stay here very long, don't want that pesky spider finding me."

"Is this the place you've been hiding at?" Sunset asked.

"Don't be stupid, Spider-Mane knows of this place, luckily thanks to Wesker I was able to maneuver around a bit, though I hadn't had time to relocate everything. This is the last time for a while you'll see me here, but I promise you, soon Our Town will be the main focal point of Equestria, the place where my goals started, and your self-righteousness ends!" Starlight then teleported away.

"I gotta find her, Chris, Dante, you two handle the robots, Ryu, good luck against Bison," Sunset said.

Ryu nodded, "Of course."

Bison floated above the trio, "Once I'm done with you, I'll also take my revenge against that Moon Princess, as well as Spider-Man. Maybe even pay Chun Li a visit."

Ryu glared, "Like I'd let you."

The groups were ready to fight, to protect Equestria, or take it over.

Back at The Crystal Empire, Mayday was seen working intently on something. "This should work, it's helped my daddy out quite a bit. I hope he doesn't mind me borrowing his design, though to be fair, he did get this idea from one of his enemies."

Franklin and The Cake Twins watched as she created whatever it was she was creating, looking on with interest.

"Does she do this a lot?" Franklin asked.

"Yeah, she always likes working in her daddy's lab, making cool things, though a lot of them never seem to get finished for some reason," Pumpkin said.

"She's so smart, I bet one day she's gonna be the greatest scientist in the world," Pound Cake said with a blush.

"I think so too," Franklin said with a smile. "She's such a smart girl, I bet my dad would love to test her intelligence."

"Yeah, yeah, she's smart, and I bet you two think she's really pretty right?" Pumpkin asked.

Pound Cake and Franklin blushed at that, feeling a bit annoyed.

"Geez, you jealous or something sis?" Pound Cake asked.

"I'm not, I just find it a bit annoying when all the boys seem to look at her and act all silly and shy around her, it's kinda like how some girls act when they see her father. Maybe she inherited the same charm," Pumpkin said.

"She's the daughter of a Superhero and a Princess, she's very intelligent, and very brave, it's easy to admire something like that," Franklin said.

"She's just really awesome, I heard she's getting the same powers as her father, soon she's gonna be a great Superhero and kick a lot of butt," Pound Cake said.

"I think she should focus on trying to be a Princess like her mother, if she becomes a Princess, that will make her an Alicorn," Pumpkin said.

"Maybe she can be both then, a Superhero with Alicorn Magic and Spider-Powers sounds tough," Franklin said.

"I don't want to be either!" Mayday shouted from nearby. "I can hear you three, while I appreciate some of your compliments, I have no interest in being a Superhero like my dad, or a Princess like my mom, rather not go through that headache again."

The three ponies cringed, "We're sorry."

Mayday shook her head, "Don't be sorry, you didn't do anything wrong. I just don't like it too much when ponies compare me to my parents, it's a lot to live up to." She turned to Franklin, "Though I guess you might know what that's like, your parents are Superheroes as well."

Franklin nodded, "Yeah, not just that, they're brilliant scientists, so it's not easy to be their son. Luckily I have Uncle Johnny there to assure me that I don't have that much to worry about, that I'll be fine regardless of what I choose to be."

"I get that, my Auntie Trixie tells me the same thing," Mayday said.

"Same with Auntie Pinkie Pie," Pound Cake said.

Mayday continued her work, "Anyway I need to finish this, it will help my daddy. I don't want to be a Superhero, but I do want to protect my family."

"That's a great motivator," Mayday heard. She turned around and saw Mega Man. "Hi Mayday."

Mayday waved, "Hello Mega Man."

"You can call me Rock, it's my name after all," Mega Man said.

"Ok Rock, what brings you here?" Mayday asked.

"Nothing really, I came to see if you're doing better, you did get hurt by Ultron yesterday," Mega Man said.

"Lucky hit, that's all," Mayday insisted. "But I do appreciate you being there."

"It's my job to protect others, especially from robots," Mega Man said. "Though I must admit, this robot is much stronger than most of the robots I've faced."

"Um, what is the technology like in your world? Just curious," Mayday said.

"Um, it's ok. The part I'm from has a ton of technology, a lot of it created by my father, Dr. Light," Mega Man said.

"Your father? What's he like?" Mayday asked.

"He's a brilliant scientist, he and his old partner Dr. Wily used to do great things together. Unfortunately Dr. Wily changed one day, now he wants to use robots to take over the world. So together along with my little sister Roll and my other friend Proto Man work together to stop him," Mega Man said.

"Your sister? What does she do?" Mayday asked.

"Well, Roll isn't a fighter, actually she mostly cleans, but she at least radios me and assists me during my missions. She did fight in the Marvel vs. Capcom stuff, she had her own Mega Buster," Mega Man said.

"Oh, well at least she helps, what's the story with that Tron girl though?" Mayday asked.

"I actually don't fight her, she fights another robot, Mega Man Volnutt," Mega Man said.

"Oh, so there's more than one Mega Man, just like there's more than one Spider-Man, or sometimes a Spider-Girl," Mayday said.

"Exactly, but despite everything, Ultron is still much more different than the others, though if I had to compare him to a robot from my world, it would be Sigma. Granted he's an enemy of Mega Man X, I try to keep track of all the enemies from my world, especially the ones from my fellow Mega Men," Mega Man said.

"Wow, that's so cool, one more thing though, are you fully robot?" Mayday asked.

Mega Man nodded, "Yeah, I am. I was programmed with emotions though, I can feel happy, sad, scared, and all that stuff, I can even love...sorta. I mean I love Chun Li like an older sister," Mega Man looked to the side and muttered, "Even if she pays more attention to Spider-Man than she does to me sometimes."

"Did you mention my father?" Mayday asked.

Mega Man shook his head, "Nevermind, just talking a bit. Anyway I'm fully robot."

"But how come you can change into a pony, yet Ultron doesn't? I assume that you normally don't look like a pony in your world."

"I don't, I resemble a young boy, close to your age, but I change into a pony to fit in better. I'm not too sure how it works, though I had help from the old Sun Princess, Celestia, and she used magic to give us the ability to take pony forms and the magic it would come with it," Mega Man explained. "Granted I'm not too sure how to use the magic of my Unicorn horn, I'm not worried about it, I have my Mega Buster and all the power-ups I got from the robots I've defeated, so I'm good."

"You can use powers from other robots?" Mayday asked.

"Totally, wanna see?" Mega Man asked.

Mayday nodded, "Boy would I!"

Mega Man took Mayday's hoof, causing her to blush a little. "Come on, I can show you outside."

Mayday nodded, "Ok...sounds great." She followed Mega Man outside as Franklin and Pound Cake looked on in disbelief. Pumpkin noticed their reaction and giggled.

"Well she does love technology, and he is a robot."

Franklin groaned unhappily as Pound Cake angrily grumbled.

Nearby Twilight had noticed Mega Man take Mayday outside. "Huh, looks like Mayday has a new friend, at least she's expanding. Better than I did at her age."

Trixie, who had been near her, also commented. "I still think it would be better if she interacted more, I feel like as she gets older, all her machines will be her friends, and she'll try to marry one of them."

Twilight glared at Trixie, "You're starting to sound like how my father felt when I only liked reading books."

"Still, I should hope she interacts more, otherwise you won't be able to count on her for grandchildren," Trixie said.

"Hey, she's only ten, let's not talk about anything like that just yet. Besides what about you? When's the last time you had a date?" Twilight asked.

"Why do I need to get married? I have a family that I love, and the freedom of being single. Mayday and Ben are like my children too so why go through that?" Trixie asked.

Twilight shrugged, "I guess, kinda wish more of my friends got married, I feel so weird knowing I'm the only one."

Trixie rolled her eyes, "Anyway I'll go keep an eye on Mayday, you manage the rest of the ponies."

Twilight nodded, "Right." She then left to find Peter. "Gotta figure everything out. I hope the other teams are fine."

Back with Sunset and the Capcom trio, the robots began to attack, Chris used his guns and some grenades to attack them while Dante used his sword as he occasionally attacked with his guns.

Sunset used her magic to blast the robots, hoping to find a path to Starlight Glimmer. She's not gonna let her escape.

Ryu blocked a punch from Bison, kicking the Shadowlaw leader back as he rushed in with a punch to his face and a kick to his chest. Ryu then flipped Bison over his head and then quickly rushed over to punch down.

Bison rolled out the way and punched Ryu back and did a flip kick to knock Ryu to the floor. He then lifted Ryu up and punched his stomach hard and kicked him back and flew over to attack.

"PSYCHO DRIVER!" Bison said, hitting Ryu in the gut with his signature move, knocking Ryu into a home. As he went to attack, he dodged a robot that was thrown at him by Dante.

Bison turned to see the Son of Sparda rush at him with his sword, but Bison managed to knock the sword out of Dante's hooves and punched him in the gut and then kicked him back.

He heard an explosion and saw that Chris took out several robots with a Grenade Launcher. Chris then turned to Bison, firing the Grenade Launcher at him but Bison punched it away and flew over to punch Chris back.

Chris rushed over to punch Bison, but the Shadowlaw leader blocked the attack. Chris grabbed his Hunting Knife and tried to attack Bison with that, but the attack was again blocked and Bison tossed Chris towards Dante, the weight of Chris landing on the half-demon.

Bison seemed satisfied, but nearly forgot about Ryu, paying dearly since he was not able to block an oncoming diving kick. Ryu started punching Bison, getting him just about everywhere and then did his Hurricane Kick. "TATSUMAKI SENPUU KYAKKU!"

Bison took several kicks to his face, stunning him long enough for Ryu to rush in and do a strong punch to his gut and then a back kick to his face.

Bison stumbled a bit, feeling dizzy, not able to block an oncoming punch from Chris, the former S.T.A.R.S. member getting him right in the jaw. Dante then rushed over and did a spin kick to his face.

The Capcom Trio then stood together and did a trio punch to Bison, punching him through a home.

"Good thing this town is empty," Chris said. "A little more damage though, it might look like another Raccoon City."

Ryu turned around, "The robots!" The other two turned around and started attacking the robots as Sunset attempted to contact the castle. "Twilight, it's Sunset Shimmer."

In the throne room, Twilight had answered the radio as Luna stood by with Peter also waiting on a chair. "Hello Shimmer, anything to report?"

"The train we were on led us to a village called 'Our Town', which to my knowledge is the village where you first met Starlight Glimmer," Sunset said.

"That's correct, she didn't happen to be there right? We've checked several times but never found her," Twilight said.

"She was actually here this time, but she sprung a trap, not only are there more of Ultron's robots but..."

Twilight looked concerned, "But what?"

"One of Ryu's enemies was also here, Bison." Sunset said.

Luna looked surprised at what she heard, even Peter turned his attention to what he was hearing. "Bison?"

"But, that's impossible," Luna said. "I defeated him, on Earth!"

"Ryu said Bison has managed to reconstruct his body, it's something he's done before," Sunset said.

"Dammit! Don't worry, I'll be there shortly!" Peter said.

"No it's fine, I think Ryu, Chris and Dante were able to-AH!" Sunset said as she was suddenly grabbed.

Twilight listened to the radio. "Sunset Shimmer!? Hello!? Are you still there!?"

Peter groaned and grabbed the radio, "Sunset Shimmer! Answer me!"

Seconds later, and unwelcome voice was heard on the radio. "Hello Spider-Man..."

Peter growled, "Bison..."

"It's been a while, why don't you pay a visit to Our Town? Your friends are waiting," Bison said sinisterly.

Peter angrily tossed the radio and ran out the castle without warning, in the direction of Sunset's train and the direction of Our Town.

Twilight looked concerned, "I should go help him."

"No, I'll go, you stay here for now Twilight," Luna said, flying out of the castle. Twilight felt great concern for her friends.

Back in Our Town, Ryu and the others had rushed over to Sunset the moment they were clear from the robots, they saw that Bison had her, a sinister grin on his face.

"Don't you hurt her you bastard!" Ryu warned.

"Aw, feeling concerned for this little pony?" Bison taunted.

Ryu growled, "This has nothing to do with her Bison, your fight is with me! Let her go right now!"

"Or what? You're in no position to be making demands of me," Bison warned, charging up his Psycho Power. "One wrong move, and this girl will feel pain like no other."

Ryu gritted his teeth as Chris and Dante clenched their guns. Suddenly more robots came, much to their annoyance. It doesn't help that the guards that accompanied them were starting to get overwhelmed.

Sunset wasn't gonna allow this, while Bison was distracted, she used her magic to levitate a piece of wood.

"Now, are you gonna surrender peacefully, or will I have to-" Suddenly Bison was whacked on the head with the wood, then Sunset hit Bison with a strong punch and blasted him back.

"Don't underestimate me!" Sunset warned, then turned around and started blasting the Ultron robots out of the skies.

"Whoa, kick-ass chick," Dante said.

"Quite a girl, huh Ryu?" Chris said.

Ryu just nodded, he's glad she's safe at least.

Sunset glared at them, "Less talking, more robot destroying!"

The trio nodded and started blasting robots out of the skies, Chris with his Grenade Launcher, Dante with his Demon Magic and Ryu with his Hadouken.

A moment later, Bison had regained composure and angrily glared at Sunset. "You..."

He rushed an attacked Sunset with a Psycho Crusher, knocking her towards the trio.

"Focus on the robots!" Ryu instructed and went to punch Bison, but the attack was blocked as Ryu got tossed aside.

Sunset stood up and blasted Bison back with her magic, then used her powers to levitate some rocks and wood to attack Bison with, hitting several parts of his body.

Bison then flew over to attack again, but Sunset put up a forcefield to block a punch and then released it to do a punch of her own to his face. A moment later, Ryu had returned and kicked Bison in the face and blasted him back. "HADOUKEN!"

Bison stumbled as Ryu rushed in to do more combos, middle jabs, low kicks, High punches, middle kicks, an overhead punch and then a standing side kick, knocking him further back and finishing off with a mighty uppercut. "SHORYUKEN!"

Bison got knocked into the second floor of a house. Bison stood up, angrily approaching the hole he went through, glaring at Ryu as he flew in to attack. Ryu then kicked Bison aside as Shimmer then used her magic to levitate a whole house and throw it at Bison, hitting him hard.

Ryu looked impressed, "Wow, you're really strong Shimmer."

Sunset blushed a little, "Thanks, so are you."

"With a little more training, you can be unstoppable, I bet you could even rival Twilight Sparkle," Ryu said.

"I wish, she's much stronger than I am," Sunset said.

"Don't let that stop you," Ryu said sternly. "You have potential, acknowledge it, then train hard to achieve it."

Sunset nodded, "Sure thing."

Moments later, Peter had arrived, looking around frantically. "Where's Bison!?"

"Whoa, where'd you come from?" Dante asked, scratching his head.

"I ran, now where's Bison!" Peter said a bit more urgently.

Dante snickered and muttered, "He ran? Wow."

"He's been defeated, but Starlight got away," Chris answered.

"Damn, where am I gonna find her...was there anyone in this town at all?" Peter asked.

"No, it looks totally abandoned," Chris said.

Peter looked relived, "Well I'm glad that's settled, let's just go back to-"

Suddenly Bison came out of the wreckage, looking very angry. "I'm not done with any of you!" He used some Psycho Energy and blasted Peter to the side of a home.

Luna had arrived in the town and noticed Peter hit home and Bison in the rubble, "He has returned, I shall destroy him again!" She flew over to attack, but Bison dodged and punched her sides.

"You again, I've been waiting for this!" Bison charged up a lot of Psycho Energy and then punched Luna hard in the stomach, breaking her ribs and causing her to spit out some blood.

"Time for you to join your sister!" Bison said, ready to attack again.

"I won't let you hurt her!" Sunset shouted, running to attack Bison. As she went to attack, Bison had tossed Luna aside and flew to attack Sunset. She blasted at him with some magic but he knocked it away and punched her back. Before he could do a similar attack to Sunset, Ryu rushed over to take the blow for her.

"What!?" Bison shouted, seeing that he punched Ryu in the gut, instead of Shimmer.

Ryu grinned a little, "Sorry, you're not gonna lay another hoof on Sunset Shimmer." He then punched Bison back, causing him to stumble a little.

Peter then rushed in and hit Bison with several punches, then knocked across the town.

Sunset checked on Ryu, who seemed a bit hurt. "How bad is it?"

"It's fine, I've handled worse," Ryu said, then stood. "Time to finish this."

Ryu sood in a stance and charged up some energy, "SHINKUU..."

Bison flew over to attack, but before anything, Ryu shouted. "Peter! Move! Quickly!" Once Peter moved, Ryu fired, "HADOOOOOUKEN!"

Bison tried to stop the attack with his hooves, charging up his Psycho Energy. "I will not lose again!"

As Ryu attacked, Sunset stood next to him, charging her magic. "TAKE THIS!" She then fired a strong beam, combining it with Ryu's attack as it completely overwhelmed Bison.

"NOOOO!" Bison shouted as he was overcome by the attack, finishing him off for good. The attack also took out several Ultron bots that were behind them.

Ryu stopped and panted, Sunset doing her best to help him stand.

"You ok?" Sunset asked.

Ryu nodded, "Just fine...are you?"

Sunset nodded, "Yeah."

Ryu patted her back, "Good, like I said once before, I don't want you to get hurt."

Sunset looked surprised, he had told her that years ago, but she's almost surprised he remembered. Sunset nuzzled Ryu a bit, "Thanks for caring, your muscles aren't the only thing that's strong."

During this, Dante and Chris had some pride for Ryu, and were somewhat chuckling at the corniness. Spider-Man finished off the rest of the robots and called to his allies, "That's done." He noticed Luna nearby, still very hurt. He picked her up bridal style and turned to his allies. "I'm taking a head start, make it back safely."

With that he dashed off, leaving the others behind. Before they started moving, they heard some noise. Chris went to check and saw that in a small house, four ponies were hiding inside.

"How long have you been in there?" Chris asked.

"A while, we came here to hide from the robots, figuring they wouldn't check an empty town," one male Unicorn said.

"We used to live here with Starlight Glimmer, we thought she left this town for good, we didn't know she had returned here," a female unicorn said.

"Then we saw all the robots and we got a bit scared," one male Earth Pony said.

"I probably could have handled them, but I was worried for my friends," a female Pegasus said.

Chris scratched his head, "Uh-huh, anyway come with us back to The Crystal Empire, you'll be safe there."

The four ponies nodded and walked out the home. Dante looked curiously at them, "So you used to live here with that weirdo mare?"

The female Unicorn nodded, "Yeah, we thought she was trying to help us but...I guess not."

"Well, anyway, you're safe with us, so don't worry," Dante said.

"Thanks, my name's Sugar Belle by the way," the female Unicorn said.

"I'm Party Planner," the male Unicorn said.

"Name's Double Diamond," The male Earth Pony said.

"And I'm Night Glider," the female Pegasus said.

"Sup, name's Dante," Dante greeted.

"I'm Chris Redfield," Chris said.

"I'm Ryu, nice to meet you four," Ryu said.

"And I'm Sunset Shimmer, not sure if you know me," Sunset said.

"A lot of ponies know you, it's an honor to meet you Sunset Shimmer," Party Planner said.

"Same, I hear you're pretty talented," Double Diamond said.

Sunset blushed, "It's nothing."

"With the way you and your coltfriend handled that creep, I disagree," Night Glider said. Sunset and Ryu blushed while Chris and Dante snickered. "Um, did I say something funny? Or awkward?"

Ryu groaned, "Never mind it, just get to the train."

The four ponies shrugged and followed the Capcom Trio and Sunset to the train, the sounds of giggles still heard.

Elsewhere in another city, The Wonderbolts are destroying their share of Ultron robots, rescuing ponies.

"Keep it up team, we almost got them safe!" Spitfire said.

"On it boss!" Rainbow Dash said.

As they continued, they hadn't realized that one of Tron's Servbots had snuck onto the train. He then radioed his master. "Miss Tron, I'm on board."

"Great work Servbot #16, I'm very proud of you," Tron said, then turned to her allies. "He's in position Wesker."

"Good work, tomorrow you have your chance to prove yourself Tron, take down The Crystal Empire," Wesker said.

Tron nodded, "I won't let you down."

Vergil stood up, "Meanwhile some of our Ultron bots have detected the presence of Twilight's older brother Shining Armor." He looked to them with a grin. "Maybe I should go see him, I'd be happy to do that favor for his little sister after all."

Wesker grinned, "Do what you will."

Things seem well for the heroes now, but soon they're about to face more problems, hopefully they can handle it.


	9. Taking a Break

Sunset and her team had returned to the Crystal Empire with the Four Ponies. Chris and Dante assisted Ryu on leaving the train, the Fighter still feeling the effects of the fight in the village, but knowing him, he would be fine soon.

As they helped Ryu to a seat, Sunset saw Peter make his way over. "Hey Peter, we're back. How's Luna doing?"

"She's doing fine, a little banged up, but nothing too bad. Zecora's checking up on her some more though," Peter said.

"Who's Zecora?" Chris asked.

"She's a Zebra who's like our local Shaman," Peter said.

"Maybe you've seen her before?" Sunset asked.

"Don't really remember, but I'll take your word for it, I take it she's good with medicine," Chris said.

"That and martial arts, during my stay on Earth a year ago, she even trained me," Peter said.

"Martial arts huh?" Ryu asked. "Is she good? Think she'd wanna spar?"

"Hey don't even think about fighting or anything like that until you've healed up!" Sunset warned, causing Ryu to cringe a bit.

"Right, sorry Sunset," Ryu said.

Peter chuckled a bit, "Wow, reminds me of when Twilight's worried about me."

Sunset shook her head, "Anyway how long before Zecora can see Ryu?"

"Hey relax Shimmer, he'll be fine," Chris said.

"Yeah he's been through worse," Dante said.

Sunset glared at them, causing them to step back a little. "I'm sure he's handled worse, but I would still like Zecora to check up on him a little."

Peter chuckled a bit more, "Guys best to just let Sunset handle this."

"Parker's right, let's go check with Chun Li, see what she may want from us next," Dante said.

Chris nodded in agreement, "Right, good idea." He turned to Peter, "See you in a bit Spider-Man."

"It's just Peter now, no Spider-Man, or Spider-Mane," Peter said.

"So you ditched the Superhero name and you even changed your attire, though it looks a lot better than the last one I should say," Chris said.

"Totally, you seem really different Parker, what's up?" Dante asked.

"Nothing, things just happened and, boom, I'm Peter Parker, Knight and Prince of Equestria, husband of Princess Twilight Sparkle, father of Mayday Parker-Sparkle," Peter explained.

Dante looked closely at Peter, almost examining him, "Something else is different about you, hard to say but I sense something unusual yet familiar."

Peter took a step back, "It's nothing to worry about, go check with Chun Li, I'll go find Zecora."

Dante looked unsure but shrugged it off, "Whatever you say Parker."

Chris and Dante both walked off as Peter went to go find Zecora, though Dream didn't feel too happy.

" _He's gonna eventually find out Peter, I don't think they'll be too happy when they do_ ," Dream said.

" _It'll be fine Dream, let me worry about this_ , Peter replied.

" _I hope it will, I really don't trust those demon boys though, and I doubt that other guy is gonna like this very much either_ ," Dream said.

" _Let me worry about Dante and Chris alright_?" Peter said.

" _Ok Peter, I'll trust you on this_ ," Dream said.

Outside Trixie is watching as Mega Man demonstrates his abilities to Mayday. "This move I got from Spark Man." Mega Man turned his hooves into pins. "SPARK SHOT!" He placed them together and generated a burst of electricity, impressing Mayday.

"That's really cool!" Mayday said.

"Wow, you have so many cool features Rock! I really like your Flame Blast attack, that looks like it can take out a lot of enemies at once," Mayday said.

"Yeah, a little gift from Flame Man. It sure can, comes in handy when I'm surrounded," Mega Man said, adjusting the pins back into hooves.

"You're so full of surprises, I bet you're the greatest Hero of Capcom," Mayday said.

Mega Man blushed a bit, "I wouldn't say the greatest, but I did go through a lot, though sometimes not many seem to notice or appreciate what I do. I mean I don't do this just for attention, I like helping others and it should be enough to do the right thing, but what I don't like is that some of the Fighters still label me as weak, just because others like Mega Man X and Mega Man Volnutt exist."

"Aw, you shouldn't let that get to you Rock, my daddy goes through something like that, but he never lets it get to him. He says he's happy just being appreciated by those he loves and cares about, myself included," Mayday said.

"Your dad became a Knight and Prince of a whole world, he doesn't really have that much to complain about these days, especially since most of my world is starting to appreciate him, mainly due to Ryu's influence," Mega Man said.

"Yeah but he wasn't always like that, even now he goes through a lot. So many ponies still don't trust him just because he's an alien," Mayday said.

"Huh? Isn't he a great hero here though? Why wouldn't ponies trust him just because he's not from this world? At least he's protecting them," Mega Man said.

"You'd be surprised, it did upset him, but as long as he had his friends and his family, he was just fine," Mayday said.

"Wow, so Spider-Man doesn't have a perfect life now?" Mega Man asked.

"Of course not, but even if he's not perfect, he fights hard to make sure our life is close to perfect, to make sure we're all happy. He's the greatest daddy in the world in my opinion, even if I don't remember that sometimes. He's always there for everypony and he always thinks of others, and rarely himself. Even if things are going bad he usually finds a reason to smile," Mayday looked a bit sad. "Even if he hasn't smiled much these last couple of days."

Mega Man felt some pity for this poor girl. His views on Spider-Man started to change a bit, "Well I guess I can relate to him then, I would fight for those I love. But I do worry that one day I won't be good enough, and I'll let them down."

"Don't think that way, I think you're talented, I'm sure you can be strong," Mayday said.

Mega Man nodded, "Thanks Mayday, that means a lot."

Mayday then walked over to Mega Man, hugging him a bit, "For what it's worth, I think you're pretty great myself. I haven't seen you fight much, but you did save me from Ultron, and if Miss Chun Li brought you to help save us out of all the other Fighters, you must be special."

Mega Man felt a warm happiness from Mayday's kindness. He instinctively returned the hug, holding the filly close to him.

Trixie watched from nearby, feeling a sense of awe. "That's adorable, I don't know much about Mega Man, but he seems really nice, well a lot nicer than I remember."

Sonata had come outside and stood next to Trixie. "Hey Trixie, what are you up to?" She then saw the sight of Mayday and Mega Man hugging one another. "Aw, that's so adorable. Mayday's made a new friend, that's the second one in like four days."

"To think it took an invasion of evil robots for that to happen, but she is Peter's daughter, so she would have that luck," Trixie said.

"Still it's nice, Mayday should have more friends her age," Sonata said.

"I'm not sure if Mega Man's her age since he seems to have already known Peter, unless he was recently built when he met Peter or something," Trixie said.

"Well he looks like a colt, so close enough," Sonata said.

Trixie chuckled a bit, "If that girl is anything like her father, I'm sure she'll have many more ponies that would love to have her as a friend."

"Especially colts, she is a pretty filly after all," Sonata said.

Soon the other trains started to arrive, first the one with the X-Men, they were greeted by Fluttershy, Applejack and Rarity.

"Did ya find anypony out there?" Applejack asked.

"A few, the town was mostly destroyed though," Logan said.

"That's horrible, those poor ponies," Fluttershy said.

"Well at least you got some ponies to safety," Rarity said.

Remy groaned, "Should have had more though"

Bobby patted his back, "Yeah, but we got some, better than nothing."

Soon another train arrived, this one containing The Avengers.

"This way!" Cap instructed, sending the ponies toward the city.

Stark helped lead them into the Empire as Janet and Hawkeye watched over them.

The next train was The Wonderbolts, all of them leading the ponies into the city.

"I hope we got at least most of the ponies from that city," Rainbow Dash said.

"Same here, but lets tend to the ponies we have now," Spitfire said.

Soon all the trains were stationed at the castle, leaving all the ponies in The Crystal Empire.

Twilight took a look around at all the ponies who had arrived, "Alright, time to get these ponies properly organized."

Cadance looked around, "You think that's all of Equestria?"

"I doubt it, there's a lot of places we probably haven't checked yet," Twilight said.

"True, it's not just the ponies, there's others to worry about, like the Griffons," Cadance said.

"We'll find them, don't worry," Twilight reassured.

Meanwhile the Servbot that snuck on the train had jumped out, running along the area while putting out a signal. "This should attract the Ultron clones, as well as Miss Tron and her allies. Oh boy, I bet she'll let us stay up extra late for this!"

Once the signal was active, the Servbot went to hide as he awaited his allies. Soon the other robots got the signal, including Ultron himself.

"Good, it looks like Tron Bonne's little robot managed to pull it off. I'll hand it to that girl, she came up with a brilliant plan." Ultron contacted Wesker. "We've got a clear signal to find where the ponies are hiding, should we go forward with an attack?"

"Let's do this little by little, if we send too many out there it could be risky. Best to take a steadily approach with this, that way all of us can have a moment to prove our superiority," Wesker said.

"Sounds reasonable, who are you sending out first?" Ultron asked.

"I'm starting with Tron and a few allies, you and I can join in later," Wesker said.

"What of Vergil, is he one of Tron's allies going in?" Ultron asked.

"No, preparing for a different mission, he's gonna find Twilight's brother for her, just because he's that decent of a pony," Wesker said.

Ultron slightly chuckled, "I must admit, I enjoy the way you and your allies do things, makes working with you worth while."

"Same here, also try to get in contact with Starlight Glimmer, I haven't been able to reach her in a while, I need to see what happened with Bison's return," Wesker said.

"Will do, Ultron out," Ultron turned off his radio and chuckled to himself. "At least he and that pony girl are doing their part, I shall continue to go along with his plans, for now at least." Ultron then flew off to find other cities.

Back with Wesker, he had placed the radio down as Juri approached him. "How much longer are you gonna work with that weirdo robot and that whackjob mare?"

"Until they stop being useful," Wesker said.

Juri crossed her forelegs, "Whatever, and do I really need to work with Bison? Not a fan of the guy."

"Don't worry about him, we'll work something out, for now prepare for a big fight soon," Wesker said.

"Sure thing Albert," Juri said, walking off while Wesker groaned at the casual usage of his first name.

Back at The Crystal Empire, Peter speaking with Twilight, Cadance, Sunset, Spitfire, Chun Li and now Jill. "What's the next plan?"

"We still have more places to check for other ponies, but I think we also need to focus on going after the villains," Chun Li said.

"Yeah, saving ponies is good, but it can only take us so far, stopping the villains is the best way to end this," Twilight said.

"Easier said than done, we don't know where they are," Jill said.

"But they're probably looking for us, maybe if a few of us go out and draw attention, the villains will go there for a fight, then we take them down right there," Spitfire said.

"Good idea, but we need to plan that well, if we make it too obvious that we're trying to trap them, the plan might not work," Peter said.

Jill tapped her chin, "Well, we can always send you and a few other ponies if you need," Jill said.

"Right, they want you most of all, maybe having Chris and Dante with you will increase the chances," Chun Li said.

Twilight looked unsure, "I don't like the idea of you using my husband as a type of trap."

"It's fine Twilight, I'll do what it takes to help end this," Peter insisted.

"Not alone though," Jill said. "I'll be there with you too."

"Same here, I won't let you get hurt Peter," Chun Li said.

"We'll all be there," Twilight said. "Anyway the sooner we do this the better, I still haven't heard from my big brother."

"Don't worry, I'll find Shining Armor myself if I need to," Peter said.

"My Wonderbolts can go search for him if you wish," Spitfire offered. "I can send a few out right now."

Twilight was considering the offer, but Cadance spoke up. "I'm worried about Shining Armor too, but right now it's getting late, sending a train out now isn't a good idea and they also shouldn't be flying out of the Empire with all that snow outside the barrier. He's trained to handle such situations, he'll be fine."

"Alright, but first thing tomorrow morning me and my Wonderbolts are gonna find him, for you and Princess Twilight," Spitfire said.

"You can borrow one of my Fighters if you wish," Chun Li offered.

"Sounds good, maybe that Spencer guy, he looks pretty tough," Spitfire said.

"Is there anything else to discuss?" Sunset asked.

"Yeah, what about Princess Luna? And that Ryu guy? They feeling better?" Spitfire asked.

Sunset nodded, "Yeah, Ryu's recovered just fine, by tomorrow he'll be able to go like nothing happened. Luna is still a bit hurt but she should be fine tomorrow as well."

"Luna's currently resting, too bad she has to watch over the night though, maybe she should take a break," Peter suggested.

"She'll be fine Peter, but maybe asking some of our friends to take turns staying with her won't hurt," Twilight said.

Peter nodded, "Good idea."

"Anyway, I need to get going, I gotta lower the Sun so Princess Luna can raise the Moon," Twilight said.

Jill scratched her head, "Wait, how long have you been lowering the Sun?"

"Princess Celestia choose me as her successor, so now I'm in charge of Equestria alongside Princess Luna. As such I have to lower the Sun," Twilight said.

Chun Li remembered something. "Me and my teammates heard from the other ponies what happened to Princess Celestia, on their behalf we offer our sorrow for her. I'm sure she was a great leader, and she did right choosing you as a successor."

Twilight bowed, "Thank you Chun Li, I'm glad I could live up to Celestia's expectations."

"That Tirek must have ben a monster to take down Celestia, must have been hard taking him down," Jill said.

Peter bit his lip lightly, "Yeah...it was total chaos."

"Speaking of Chaos, you think Eris is alright?" Sunset asked.

"I hope so, I don't want anything bad happening to her, she and Julia both helped out big time last year," Peter said.

"Dr. Strange is also with them, I hope he's fine as well," Twilight said with worry. "We owe a lot to him too after all."

"Wonder where they are now though?" Cadance wondered.

Elsewhere in a hidden base, the trio of Eris, Julia and Dr. Strange are seen sitting in a cage, looking really bored.

Moments later, three Servbots had walked over to them, each with a tray in their hands.

"Time to eat!" one said. They then put the food in a special compartment that would teleport the food into the cage.

"Thanks little robot things," Strange said, not caring all that much.

The three Servbots bowed and walked off feeling all cheery. They each grabbed their food to start eating. Due to their level of magic, the cage was set to nullify it, so they couldn't use their magic to either escape or open any portals.

"So, what do you think they're planning next?" Julia asked.

"Once they finish their Eradication plan in this world, they'll likely go to the next world and make their plan there," Strange said.

"How many worlds do you think will be affected?" Julia asked.

"Who knows? Maybe they want just the three worlds, maybe they'll target more. Not just the alternate dimensions of each world, like Asgard is to Marvel Earth, the parallel worlds of Spider-Gwen or even that world where Eris is from, males are females, females are males..." Strange took time to think. "I wonder what a female me is like?"

"Focus Stephen," Julia said.

"Right, sorry, anyway there are several different worlds to worry about, I just hope they don't foolishly try to tamper with the Dark Dimension, or the Chaos Dimension," Strange said.

"Chaos Dimension huh? Sounds fun," Eris said with a smirk.

"Anyway, tampering with these portals can lead to imbalance in the multiverse, they're gonna do way more harm than they are now," Strange said.

"Stuff like this is why Celestia was so worried about the portals in Equestria, hence why she tried hiding them the best she could. She was probably worried just as much about that as she was about technology," Eris said.

"Right, it may also be a reason this world seems more protected than the others as far as accessing it, unfortunately for Princess Celestia, even this world seems to have direct portals that are a bit easier to access, who knows what other worlds lie beyond this one?" Strange said.

"Plenty I'm sure, lets hope those jerks don't find it, otherwise it could lead to a lot of chaos. Despite my position, even Chaos needs a little balance after all," Eris said.

Back at the Crystal Empire, Twilight had just lowered the sun, leaving Luna to raise the moon. Spike watched from nearby, feeling the same awe he normally had when watching this.

"I'm so proud that Twilight's gotten this far, to think it was once a simple dream just to even study at the School of Gifted Unicorns, now she's succeeded her greatest hero," Spike said.

"She really is something special," Cap said, walking over to Spike. "Celestia picked a good one."

"Oh, hey Cap, how's it going?" Spike asked.

"Good, busy day, we managed to rescue more ponies at least, how have you been holding up?" Cap asked.

Spike groaned, "I don't know how to feel. Janet suddenly returns, with a child no less. I hated seeing her go but Peter constantly told me to move on and let go. Eventually I did, I tried dating again, I actually got to date Rarity for a bit. My old feelings for her started to resurface, but in the end she couldn't get over Bobby, she said she's rather stay single. I considered Sweetie Belle, but she's a bit too immature for my liking, plus she has no interest in me whatsoever."

"Wow, sounds rough," Cap said.

"Yeah, so for Janet to suddenly return, just around the time I started developing feelings for another, it just seems too...odd to me. I really don't know what I should do," Spike said.

"Another huh? Well I won't ask since it's none of my business, but I do know that you need to tell Janet how you feel," Cap said.

Spike looked at Cap with surprise, "I can't do that, I don't want to hurt her. She's already been hurt once, I won't do that to her again."

"It might hurt yes, but pretending that everything's ok isn't gonna help either. If you don't love her, she deserves to know that. I know you can be tender with her feelings, at this point she just wants honesty," Cap said.

Spike looked down in shame, "It's not that simple, we have a daughter. I can't abandon her too," Spike said.

Cap sighed, "You'll figure something out Spike, anyway you should get some rest, busy day tomorrow."

Spike nodded and walked off, leaving Cap just as worried for him, and all of his allies.

In another part of the castle, Felicia is sitting in a room with her two allies Thunderlane and Electro. Also in the room was the trio of Vega, Shocker and Sonata.

"Your old teammates are putting on quite the fight, huh Vega?" Felicia said.

"At this rate, Spider-Man won't have a chance," Vega said.

"Don't say that, Peter can do anything. He saved the world from Tirek a year ago," Sonata said.

"I'd like to know exactly how he did it, you never did state clearly what happened, just that Spider-Man defeated him," Vega said.

Sonata looked aside, not really sure if she should mention the Nightmare Force. "He just used his power, nothing more."

"There's something unusual about Parker though, he's acting really different, in fact he hasn't been the same since that big fight," Thunderlane said.

"Maybe the kid's finally grown up?" Shocker said.

"There's more to it than that, I mean did you see his eyes recently? They were blue, and I heard he's been using magic, that should be impossible," Thunderlane said.

"Maybe he finally figured it out, Twilight is a great teacher," Sonata said, wanting to sway the conversation.

Electro groaned, "I really don't care, I just want my revenge on Wesker and Glimmer. Then maybe I can take my revenge on Spider-Man."

"Like I'll let you do that Sparky, if you try anything funny I will deal with you myself," Felicia warned.

Electro growled, "What'd you say!?"

"That's enough Electro," Shocker said. "Let's not worry about Spider-Man right now. We need to focus on helping him."

That got a surprised gasp from the others.

"Why would you want to help Spider-Man!?" Electro asked. "Have you forgotten he's our enemy!?"

"I'd like to know myself," Vega said.

Shocker rubbed his forehead. "Look I'm not saying I wanna be his best friend, but I think it's time to put this grudge aside, we have a bigger threat now. Wesker's gonna wipe us all out, if we don't work together then we're done. Spider-Man is our only hope, we need to put aside out grudges and put a stop to Wesker's plans."

Electro couldn't believe what he was hearing. "Have you gone soft on us Shocker!? We might have a common enemy but I am NOT working alongside Spider-Man!"

"Look it's been, I don't even know how long, at least ten years. This is a different world and maybe it's a second chance for us to make something of ourselves. Honestly I'm quite tired of this whole Supervillain thing, it's not getting me anywhere. Like I said I don't wanna be Spider-Man's best buddy, but if I can make a better life here then I'll take that chance," Shocker said.

Sonata felt some relief, maybe she's finally gotten through to Shocker.

Felicia seemed very impressed, "Well, well, well, look who's finally come around."

Electro growled, "Forget it, once this is done I don't want anything to do with any of the ponies here, that now includes you Shocker."

"Whatever, let me know when you finally grow up," Shocker said.

"What'd you say!?" Electro shouted, charging his electricity. Shocker reacted by aiming his gauntlets, ready to attack but Sonata stood between them.

"That's enough, no fighting, please."

Shocker was more willing to listen, but Electro wasn't, not until Thunderlane spoke up.

"Dude, let it go for now. Focus on the bigger picture here."

Electro groaned and let his energy fade, "Fine, do as you wish!"

Sonata sighed in relief, then turned to Vega. "What about you? What will you do?

Vega looked down in thought for a moment, then looked up to Sonata. "I'll do what I can to protect you at least. Spider-Man's on his own, but I promise I will not antagonize him...much."

Thunderlane nodded, "Same here, unless he does something to deserve it."

"Thunderlane..." Felicia warned.

Thunderlane shrugged, "Fine, geez."

"Alight, I suggest we make some plans," Shocker said.

"Wait, should we get Lightning Dust? Get our old team back together?" Vega asked.

Shocker shook his head, "I think she's put us behind her, she's more focused on being family to Wolverine, his girlfriend and his daughter."

Vega groaned, "Damn heroes, taking everything for themselves."

Nighttime had come, all the heroes, ponies and fighters were in their rooms, most of them at least. Logan laid in bed with Fluttershy resting on his chest, keeping an eye out in case he may be needed. Bobby slept in his bed, cuddled with Rarity. Remy slept in his bed, keeping Applejack snugly against him. Deadpool and Pinkie Pie laid together, laying in each other's embrace.

Even in Ryu's room, Sunset is sitting with him, wanting to make sure he's feeling alright.

"You can go to bed if you wish, you don't need to constantly keep me company," Ryu insisted.

"I know, but I want to make sure you stay healthy," Sunset said.

"I've already recovered, by tomorrow I won't feel a thing," Ryu said.

"I know, but I'll just feel better if I'm here with you," Sunset said.

Ryu smiled a bit, "You're tenderness knows no boundaries. I appreciate you wanting to assist me, thank you Sunset Shimmer."

Sunset nuzzled against Ryu, "Thank you, for saving me during that fight."

"It was nothing, I just did what anyone would do," Ryu said, feeling a bit unusual.

"I know, you're just that noble," Sunset said, then kissed his cheek, giving the strengthened warrior a blush.

"Wow...um, that's nice, I guess?" Ryu said, feeling at a loss for words.

"I can show you something nicer if you wish," Sunset said, giving Ryu very affectionate looking eyes.

Ryu just looked on curiously, "Excuse me?"

Sunset leaned in close to give Ryu a loving kiss, one she's so desperately wanted to give him forever. Ryu suddenly felt emotions so foreign to him, yet so pleasurable too. He's not used to feeling love or even being in love, but this mare is making her mark here.

Ryu instincively just hugged her close to him, allowing the kiss and even doing his part. Sunset felt at peace, moving in to be closer to Ryu, the two kissing in the bed. So many years, both finally seem to have someone they love and they'll treasure.

In the halls, something really fast seemed to zip by, taking several ponies by surprise. It seemed to be a blue blur of sorts. The blur moved really fast, making zig-zags through the halls until it came to a complete stop.

"10 seconds!" Franklin said while looking at a stop watch. Both Pound and Pumpkin Cake stood right beside him with big smiles.

"You're so fast!" Pound Cake said with excitement.

"That's so amazing!" Pumpkin also excitedly said.

The blue blur in question was Mega Man, who happened to have Mayday riding on his back, the young filly looking like she just had a fun ride.

"That was awesome! I knew your Flame Blast was cool! But mixed with your wind powers! I've almost never gone that fast!" Mayday said.

"Thanks, I'm used to speed, one of my enemies was Quick Man after all. But I've also interacted with someone from another world different than the ones you know who's that fast," Mega Man said.

"Someone else really fast? Who is it!? A hero like Mayday's dad?" Pound Cake asked.

"No actually, he's a hedgehog," Mega Man said.

Pumpkin Cake raised her eyebrow, "A hedgehog? Lame."

"I think it sounds cool, anyway what should we do next!?" Mayday asked.

"How about going to your room for the night!?" they heard. The Cakes and Franklin could already see who it is, both felt really nervous. Both Mega Man and Mayday turned around slowly and behind them was an unhappy looking Peter.

"Oh...hi daddy," Mayday said as innocently as she could.

"Don't 'hi daddy' me, you shouldn't be recklessly flying through these hallways! It's not safe!" Peter shouted.

Mayday cringed, "Sorry about that."

"It's my fault Spider-Man, this was my idea," Mega Man said.

"Doesn't mean she should go along with this. Also I expect you to behave a little better than that, don't make me tell Chun Li that you've been causing trouble, you knocked over some stuff while flying!" Peter said.

"Take it easy daddy, you shouldn't talk to him like a child, he's a Superhero too," Mayday said.

"Mayday don't talk, just go to your room, honestly was anyone even watching you!? I figured that-" Peter's scolding ended when he heard one of his friends.

"Yo Mayday, Mega Man, that was so fast!" Johnny said, flying over to them, then noticed Peter. "Sup bro?"

"Have you been watching them!?" Peter angrily asked.

Johnny shrugged, "Well sorta. Twilight asked me to keep an eye on Mayday, they saw me and the other Wonderbolts do some tricks, and since Mayday can't fly well, Mega Man offered to help her go fast, pretty sweet huh?"

"It is NOT sweet, next time don't let my daughter do something that stupid!" Peter turned back to Mayday. "I expected you to know better young filly." He looked to Franklin and the Cake Twins, "You three, go to your parents!"

"Yes sir!" the kids said and quickly trotted off, not wanting to see more anger from Peter.

Johnny looked a little surprised at Peter's anger, "Dude what's with you? I know you're just being her father but you're usually much calmer than this."

"I don't have time for this Johnny, I just want everything in order, I don't want to hear any chaos. Things are hectic enough as it is, I don't want them worse!" Peter said, then trotted off.

Johnny looked freaked out, then he turned to Mayday, who looked almost on the verge of tears. "May?"

Mayday looked down, "I've done nothing but disappoint him lately..."

Johnny gave her a reassuring hug, "Hey easy kid, your dad's just stressed out because of Wesker and his jackass friends. Give it some time, he'll come to you and tell you he feels terrible and he'll reassure you that he loves you more than anything, ok?"

Mayday sniffled and nodded, "Ok Uncle Johnny."

Johnny kissed her head, "That's my niece. Anyway you should get to bed, it is late."

Suddenly the hero heard his name being called. "Oh Jooooohny..." Johnny turned and saw a very seductive looking Rainbow Dash. "I'm feeling a bit lonely, care to help me with that?"

Johnny had a confident grin, "Gotta go, love you Mayday, see ya Rock." Johnny quickly trotted over to Rainbow Dash, leaving behind the two foals.

Mega Man turned to Mayday, who still looked a little sad. He pulled her into an affectionate hug. "I'm here for you Mayday."

Mayday returned the hug, "Thanks Rock, I'm glad I met you."

"Same here May."

Back with Peter, he was still angrily trotting through the halls, though feeling a bit regretful of his outburst. He just doesn't wanna deal with unecessary headaches. As he trotted, he saw Luna standing at a Balcony.

"Luna?" He quickly trotted over, having gotten her attention. "You shouldn't be up, you're hurt."

"I'm fine Peter, do not worry," Luna reassured.

"I want you safely in bed, you did your job in raising the moon, but you need to rest," Peter said.

"I am watcher of the Night, I cannot rest," Luna said.

Peter grumbled, "Please, for me Luna."

Luna sighed, "Alright, for a little bit, if only to make you feel better."

"I'm not the one who needs to feel better, let's go," Peter said.

Luna nodded and followed Peter to her room. He got her in bed, allowing the mare to relax a bit. "Thank you Peter, I am grateful for your care."

"Of course Luna, you mean so much to me. I'm really worried for your health, Bison isn't exactly a pushover, he's one of the strongest guys from Capcom," Peter said.

"He sounds dangerous. Earlier I had spoken to Chun Li, telling her of my injuries. When I told her who hurt me, she got angry, really angry. She felt relieved when I told him he was dealt with but I then saw a tear in her eye. Is he really that terrible? I can't imagine she would get that upset for me, we hardly know each other," Luna said.

"Bison...did horrible things, he's the reason Chun Li lost her father. In a way, he's to her as Goblin was to me. They've both taken from us," Peter said.

"I see...how terrible," Luna said.

Peter shook his head, "Don't worry about it. Please just rest, get better."

Luna felt some shame, "I'm sorry I've been of little help-"

"Don't be sorry, you always do the best you can, I...I feel so grateful to you Luna," Peter took her hoof in his. "You were one of my first friends in this world, you're a pony I was able to relate to almost immediately. You, along with the other ponies helped me feel less alone in this world."

Luna started to blush, "It was nothing, you were the one who gave me that same kindness after all."

"Yes...I need to be honest Luna, while I love Twilight very much, and I never once regretted marrying her, I feel terrible for never realizing your feelings as well. I can't imagine how much that may have hurt you, I'm sorry," Peter said.

Luna stroked his mane, "It's fine, you couldn't have known. I should have taken the initiative, but in the end all I'm happy for is knowing that you and the others care for me. Twilight's another great friend, I owe a lot to her. Mayday treats me with a lot of love and respect. Ben always looks so happy to see me. I feel so loved, thank you Peter."

Peter nodded, he looked into her eyes, "Luna, you're very beautiful, I wish you had someone."

"Maybe one day, but for now I'm just fine. Letting go is hard, I admit that, you are my first love Peter but-"

Luna was taken by surprise when she felt Peter kiss her. Luna wasn't sure what to think, but didn't fight the feeling, even returning the kiss. A moment later, Peter broke away, chuckling awkwardly. "Sorry."

Luna blinked, she scrunched her face very curiously. "Are you, really Peter? This isn't a joke is it?"

"It's me, I swear, see?" Peter's eyes turned blue and spoke in a dual voice. "See?."

Luna felt confused, "...So anyway, can you explain why you kissed me?"

Peter turned off the blue, "Well I felt you deserved a kiss from your first love. Consider that an act of friendship."

Luna wasn't sure what to make of that answer, but shrugged it off. "Whatever you say Peter, I appreciate it, but lets not make a habit of it. I don't wanna do anything to hurt Twilight."

"Neither do I, let's just not talk about it for now, I'll let you rest, see ya later Luna," Peter said, trotting out the door.

Luna waved and laid back in bed, thinking over the kiss. "Not bad at least, glad I could have that moment, makes it easier to let go, to know I've done what I wished to do." Luna laid peacefully on her pillow.

Outside Peter is mentally scolding Dream. " _What was that about!_?"

" _Hey you thought about it a lot, so I kinda urged you into doing it_ ," Dream said.

" _Yes I thought about it, but I'm MARRIED. I can't go around kissing other mares_!" Peter said.

" _Hey anything to stop that nagging in your head_ ," Dream said.

" _Just don't do it again, please. Wasn't it enough you made me to 'it' with Sweetie Belle in that Future_?" Peter asked.

" _Look I could barely help it either, I was connected to Luna once, so I sorta longed for another attachment_ ," Dream explained.

Peter sighed, " _I hope no one saw that. Man I really need to get to bed_."

Peter made his way back to his room when he saw Rumble walk out. The young Pegasus turned to Peter, "Oh hey, what's up?"

Peter looked curiously at Rumble. "Hey Rumble, what were you doing in my room?"

"Talking with Twilight and Mayday. I gotta say Mayday's a great sister, the way she's so sweet to Ben. That colt's really cute, I always wanted a little brother, not that Mayday wasn't a great sister," Rumble said.

"Uh huh..." Peter said. "Look Rumble, it's nice to see you, but do you really consider us family still? I mean you've only lived there for four months, and I'm pretty sure Mayday had a crush on you, so you weren't her 'big brother' really," Peter said.

Rumble chuckled nervously, "Well maybe not, but I did love her like a sister, and I loved Twilight like a mother. You were kinda like a father, or at least another big brother, so you're my family."

"Four months though, is that really enough?" Peter asked.

"It was enough for Lightning Dust, in fact within four months of you meeting Twilight, you got her pregnant. You even said it yourself, I'm pretty much a Parker-Sparkle, sometimes I wanna make that my official name. Rumble Lulamoon Parker-Sparkle," Rumble said.

"Lulamoon?" Peter asked.

"For Trixie, she did want me to have her last name, so I figured I could make it my middle name. I love Trixie a lot as well, she's even letting me stay in her room," Rumble said.

Peter sighed, "That's nice."

"Anyway I'll leave you to your wife, also go talk to Mayday, she seems kinda sad about something," Rumble said, then trotted off.

Peter went in the room and saw Twilight laying in bed while Mayday held Ben in her hooves, humming a lullaby to her little brother, though looking a bit sad.

"Mayday?" Peter said.

Mayday looked to Peter, then turned away. "Daddy...I'm really sorry for being a pain lately."

Peter felt some guilt, "Don't be honey, you're just too caring. I'm kinda grateful for that."

"I don't like making you unhappy, but sometimes I just do things. I really just wanted to play with Rock earlier today," Mayday said.

"That's fine, just be a little more careful ok? I don't want you getting hurt," Peter said.

"Alright daddy, I love you," Mayday said.

Peter kissed her head, "I love you too, if you'd like you can go play with Rock some more, he's probably in his room. You can even spend the night there if you want, just ask Chun Li. Take Ben if you go."

"Wow really? Thanks daddy," Mayday said, then kissed his cheek. "You're the best." She picked up Ben, ready to leave, but had one final question to ask. "Hey daddy, you like Uncle Johnny don't you? Like he's your brother?"

"Huh? Yeah I guess," Peter said.

"That's great, do you think he'll stay in Equestria? I really want him to, I want him to be my uncle," Mayday said.

Peter looked really unsure, he didn't wanna be truthful, so not to upset his daughter more, though he won't feel good lying about it, though me might not have a choice. "Sure, I guess, if he wants to."

"I hope he does, anyway see you tomorrow," Mayday said, leaving the room.

" _I sense doubt in your voice Peter, is what you said true?"_ Dream asked.

" _Not now Dream_ ," Peter said.

Twilight looked curious at what happened. "Huh? Why did you tell Mayday she could go spend the night over there." When Peter turned to Twilight, she could tell he looked bothered by something. "Peter? What's wrong?"

Peter remembered his earlier kiss with Luna, feeling a twinge of regret, he felt his wife deserved to be loved. Plus he could use the relief himself. He crawled on top of her ands tarted kissing her passionately, taking her by surprise. "I need you right now Twilight."

Peter continued to kiss her, hugging her body close as he kissed her face and her neck, wanting to explore all of her. Twilight felt immense bliss, allowing Peter to do his will. Twilight just wants to feel loved, and wants Peter to give her that love.

The next morning seemed peaceful, most of the ponies were still sleeping, though The Wonderbolts and The Avengers were already up the moment Twilight awoke to raise the sun. Peter also woke up, ready to make plans when he felt a large amount of ringing in his head.

"What's...going on!? My Spider Sense, it won't...it won't stop!" Peter said. He mentally called on Dream, which upon her syncing with Peter, caused the ringing to stop. "What's going on!?"

Cap looked to the distance and saw something terrible. "Oh no..."

"What!?" Peter asked.

Cap pointed, "Ultron's robots!"

"What!?" Peter shouted, running towards where Cap was.

Iron Man sounded an alarm, getting the attention of the entire Kingdom. Within moments everypony saw the robots approaching.

Also approaching were the Servbots, joined by Tron in her Gustaff. Following closely behind were Balrog and Kraven, both ready for a fight.

"Everypony into the castle! Unless you're ready to fight, get inside the castle!" Sunset shouted. The civilian ponies wasted no time obeying Sunset's orders.

Soon the Avengers, Wonderbolts, Elements, Royal Guard, X-Men, all the other ponies, heroes and fighters were standing in the front, ready to protect the Kingdom. The anti-heroes stayed more toward the back, ready to attack in surprise if need be. Mayday stayed in the castle with Franklin and the Cake Twins. Mayday felt great concern for Mega Man, hoping he wouldn't get hurt. Both Franklin and Pound Cake stood by her, one on each side, ready to comfort her at the first chance.

Tron had entered the city, with her allies and robots by her side.

"Tron Bonne, so Wesker sent you?" Chun Li asked.

"That's right, he's a little busy, so is Vergil, so viola, Tron's here to take over this Empire and steal all your valuables!" Tron boasted.

Peter glared, "How'd you even find this place with out the train?"

"Easy, one of my Servbots snuck onto the train while one of your groups went to save a city. Then he activated a signal, we followed it through that awful blizzard and ta-dah, we're here!" Tron said.

"Not for long, we won't let you endanger this Empire!" Peter warned.

Tron grinned, "I hope you can put up a good fight."

All the heroes got into a fighting stance, ready to take down the enemies. Hopefully they can avoid too much damage to the area, but there's a good chance they may need to evacuate the ponies again, where they'll go is the challenge.

Right now, they just need to protect the Empire.


	10. Protecting the Empire

Peter stood ready, alongside his allies, ready and willing to protect Equestria from the oncoming menace.

Tron had a smug look on her face, knowing full well she has a chance to finally defeat the goody-two shoes hero, Spider-Man.

"Tron...last chance, surrender, I really don't wanna have to fight you!" Peter said.

"Why because she's a female?" Vega muttered.

Shocker groaned, "Give it a rest will you?"

Sonata nodded, "Thank you Shocker."

Vega groaned and focused again on the fight.

"Sorry Spider-Man, but I am not backing down from you! I will defeat you on Wesker's behalf!" Tron stated.

"You're such a fool Tron!" Chris shouted. "Once Wesker has no more use for you, he's gonna dispose of you!"

"Sorry, but that won't happen. Wesker needs me, I'm the one who handles most of the technology, I'm not one of his throwaway workers. Besides he tolerates my presence very well!" Tron said.

Kraven grabbed his swords, "Enough of this talking, I grow tired of it! I will now begin my hunt, but who to go for? Spider-Man? Wolverine? Perhaps the elite Street Fighter, Ryu."

"I just wanna punch some ponies!" Balrog said, slamming his fists together.

Peter remained on his guard, the fact that at any moment Tron can give the order and this Empire is doomed.

"Listen, I know you want to fight me, but there's innocent ponies here, any chance we could just-"

Tron interrupted Peter, "Listen, the whole point is to Eradicate all ponies! Obviously I won't care all that much if any of these ponies got caught in the fight! Enough stalling! Ultron Bots! Servbots! Attack!"

With that, all the robots rushed in to take on the ponies.

"Dammit! Get ready everypony!" Peter shouted.

The robots one by one flew in to attack, the Wonderbolts took care of the Ultron Bots while the Guards took on the Servbots, which wasn't that difficult.

Tron flew in to punch Peter, though he quickly put his arms up in defense, he was still knocked backwards. Balrog and Kraven went to attack, but Jill and Logan arrived in time to block their attacks as well.

"Back off bub!" Logan shouted, kicking Kraven back.

"You really piss me off!" Jill said, kicking Balrog back.

Tron arrived and grabbed them in each robot hand, "I'll deal with you two right-" Peter then punched the machine, knocking Tron back and causing her to fall out of her Gustaff. "Damn Spider."

Logan shook it off, "Thanks for the assistance Parker."

"Hey you helped me first, not that I wouldn't help you anyway," Peter said.

Tron tried attacking again but Peter blocked and used his web to spin her around and toss her back towards the entrance.

Kraven went to attack with his swords, tried to take Logan down but the experienced mutant managed to block all the attacks and punch Kraven hard. He then slashed across his sides, causing Kraven to stumble back, holding the would.

Balrog threw a few punches at Jill, though she was able to dodge them and kick his stomach, then did a reverse cartwheel kick under his chin and ran over to do a diving kick to knock him over. She finished by jumping over while flipping, then landing both her knees into Balrog's gut before jumping back to her feet.

"Damn, she's good," Logan said.

Jill took a breath as she looked above, "Where does Ultron get these robots from anyway?"

"Who cares, destroy them before-" a boulder had been tossed at them by Tron, who had gotten back in her Gustaff. The boulder caused them to scatter, giving Tron an open opportunity to attack Peter.

"I'm not done yet you jerk!" Tron shouted as she punched Peter to the wall of a house.

Peter groaned as he fell, "Damn girl."

Up above, Johnny and Rainbow Dash are punching around the robots, Johnny using his fire to his advantage.

Spitfire, Soarin and Fleetfoot were flying together and ramming through as many robots as they could, taking several out of the sky with ease.

"Good work team! Keep at it!" Spitfire ordered.

As she took some down, a few couple more rushed at her, though they were defeated by Sky Stinger and Vapor Trails after some swift kicks.

"Getting tired of these robots," Sky Stinger said.

"Why are there so many?" Vapor Trails asked.

Johnny flew over to them, "Because Ultron likes having clones of himself. Now lets hurry because for all we know, Ultron himself could be making his way over."

"Right, lets hurry!" Spitfire ordered, the other Wonderbolts scattering.

Near the castle, The Avengers are doing their best to keep the robots away. Cap is guarding the front Entrance, using his shield to take down the robots. Stark is in the air around the castle, zapping all of them down one by one.

Hawkeye is at the sides, using his arrows to shoot down any robot that gets too close. Wasp is also circling the area, shooting the robots down with her smaller stature.

Chris and Dante are standing in one spot, firing at all the robots from the air, with Ryu using his martial arts to take down any robot that gets too close. Several robots started to surround him, but Ryu then used his Hurricane Kick. "TATSUKAMI SENPUU KYAKKU!"

Chun Li, Spencer and Strider are running through the town, taking down every robot in their path, Chun Li using her quick and strong kicks, Strider attacking with his sword and Spencer punching them with his Bionic Foreleg.

Mega Man is running along the roofs of the homes, firing his Mega Buster at each robot. He took down several robots, though the moment they got too close, he activated his Leaf Shield, which knocked some robots back. More came at him, though he reacted by turning his hooves into needles and charging electricity. "SPARK SHOT!"

Reed took several robots down by stretching his arm out to grab them out the sky and whack them into each other. Susan used her force field to grab them and slam them down. Ben used his strength to destroy each robot he came across.

"Boy, it never ends," Ben said, punching them away.

Trixie, Remy and Bobby did a team formation of their own, Trixie using her magic to destroy the robots, Remy keeping Trixie guarded with his staff for the short range attacks and Bobby firing his ice for long range. A few other robots arrived but Trixie zapped them in the face.

The robots recovered and fired again, though their attacks seemed to have gone through the ponies in question. The illusions then disappeared, allowing the real ones to attack from behind with cards, ice and magic.

"You'd make a fine addition to the X-Men," Remy said to Trixie.

"How? She's not even a mutant," Bobby said.

"Didn't stop Chun Li," Remy reminded.

Suddenly more robots came, the heroes getting back to business.

Lightning Dust zipped around, kicking each robot she came across. Laura was right behind her, taking each robot down one by one.

"You've gotten more viscous," Lightning said.

"Thanks, trying to surpass Logan," Laura said.

"Done being second best?" Lightning asked.

"So done, once I'm strong enough I'll challenge Logan, then I'll be the best in the world at what I do," Laura said with a confident grin.

More robots came, but they were quickly defeated by Deadpool. He landed near the girls, putting his swords away. "You know, I never understood that 'Best in the World' thing. Then again, there's a lot of things I don't get about you weirdos."

Laura gave a smug look to Deadpool and went back to fighting, Lightning Dust joining shortly afterwards.

Ant Man flew around, shrinking to punch and growing again. "Man these wings really come in handy." He continuously shrank and grew, taking down all the robots. "Yeah, take this robots! Soon I'll go after your master!"

As he continued to attack, Chrysalis watched shamefully nearby. "He's quite arrogant."

Thorax nodded his head, "Hopefully he doesn't get too carried away."

More robots came to attack, but Chrysalis easily blasted them. "Once you get used to fighting them, they stop being that strong."

Elsewhere Twilight, Luna and Sunset Shimmer were also doing their best to keep the robots away from the castle, zapping down each one that got close.

"Surely they didn't bring all the robots, that would mean they left all the other cities," Luna said.

"They know all the ponies are here though, they'll send out every robot they can," Sunset said.

"True, they shall pay dearly for this!" Luna said, getting more viscous with the attacks.

Twilight nodded, "I won't forgive them for this! How dare they attack my Kingdom!"

Spike and Ember also teamed with the dragons to take down the robots. Spike used his sword, attacking fiercely while Ember used her own weapon to attack. Both worked really well together, taking the robots down swiftly.

Applejack and Rarity did their part to help, staying close to the castle with Rarity zapping the robots down and Applejack kicking away the ones that got too close. Fluttershy and Pinkie Pie also watched from nearby, ready to help if the situation calls for it.

The Anti-Heroes also attacked all the robots. Felicia jumped up to kick them down, even using her grappling hook to attached onto them and pull them against each other. Thunderlane flew up to kick several of them down, even grabbing some clouds and kicking them to zap lightning.

Electro zapped around each robot, even over charing a few to cause an overload. Shocker used his gauntlets to blast the robots out of the skies, running around to hit them hard.

Vega attacked swiftly with his claw, flying around to hit the robots in weak areas for quick defeats. Sonata used her speed and vocal attacks to take down the robots, having little trouble against them.

"Wow, we make a great team!" Sonata said, then destroyed another robot with her powers.

"Not too bad," Shocker said, blasting one in the face.

Electro kept zapping them, "Let's just hurry! I'm tired of the underlings, I want the top guy himself!"

The anti-heroes continued on the attack, destroying the robots with some ease.

Inside the castle, all the ponies are waiting, feeling really scared. Rumble and Scootaloo stood guard, ready to protect all the ponies inside, even Zecora looked ready for a fight. Mayday stayed close to the Cake Twins and Franklin as she carefully worked on a device.

"Once this is done, it should save everypony," Mayday said.

"What are you making anyway?" Franklin asked.

"Something that will save our worlds," Mayday said, not wanting to go into detail just yet.

"Well, anything I can do to help you?" Franklin asked.

"I got this, once I'm done I'm gonna go help my daddy," Mayday said.

Pound Cake looked worried, "You can't do that! He might get upset again!"

"He's scary when he's mad," Pumpkin said.

"I know, I don't care though, I'm going to help my daddy!" Mayday said.

The Cake Twins looked a little surprised, but they just became that much more worried.

"Mayday, I know you want to help him, but we don't want you getting hurt!" Franklin urged.

Mayday groaned, "I have to do this, you don't understand but I certainly do. I need to make up for what I've done in the past."

"Huh? What did you do?" Franklin asked.

"Never mind that, just let me work will you?" Mayday shouted, wanting compete focus.

Franklin still looked concerned, as did The Twins. How were they gonna stop Mayday from potentially hurting herself? She's one stubborn pony.

Back with Peter, he and his two allies were still battling against the three enemies that had challenged them.

"We gotta end this fast! Those robots are doing a lot of damage to this Kingdom!" Peter urgently said.

"No telling if more of them might come too," Jill said.

Tron did her trademark laugh, "You should just give up, but I know you're too stubborn and self-righteous to do so, which means I'll have to work harder at destroying you." The pointed at the trio, "Get them my Servbots!"

Some Servbots ran over to attack Peter, Logan and Jill, attacking them with punches and kicks.

"Take this! And that!" one Servbot said.

"You can't match out power!" another said.

"Yeah! We're much stronger than you weaklings!" The third one said.

Peter, Jill and Logan stood there, unamused at how weak their attacks were.

"She's joking, right? Please tell me she's joking," Peter said.

"This is ridiculously embarrassing," Jill said.

Logan groaned, "What a pain."

As they continued to attack, Peter and the others simply swatted them away, turning to Tron. "Is that really all you-"

Soon many more started to attack, jumping on them and doing things that were more annoying than painful, such as pulling on hair, the tails, and trying to wrap the arms around them.

"Hey! Get off you stupid things!" Peter said, shaking all of them off his body.

"This is more annoying than the over-sized insects I've had to deal with!" Jill said, pulling them away, though one yanked on her hair. "GET OFF!" She elbowed it hard in the face.

Logan managed to shake them off of him, but as they went to attack again, Logan released his claws with a 'Snikt', "Back off!"

The Servbots slowly backed away from Logan, fearful of the toughest X-Man.

Peter thwipped a few away and focused again on Tron, "Was there a point to-" Suddenly Peter noticed that Tron was no longer there. "Where'd she go?"

"...She was using them as a Diversion," Logan said, then felt himself get zapped.

A few more Servbots arrived while firing some laser guns, "Take this!"

The three dodged the blasts, those could hurt more than the actual punches.

"Logan, destroy the guns, quickly!" Peter said, using his web to pull several away.

"Gladly," Logan said and rushed to attack the guns, the Servbots running away after each one was attacked.

Jill looked around, "Damn, where did they go!?"

Tron had flown towards the Castle, knowing that's where the big target was. She grabbed some explosives from within the Gustaff and tossed it towards the castle.

Cap noticed and quickly used his shield to knock them away. "What's going on!?"

Iron Man watched from above, "It's Tron Bonne!"

Applejack and Rarity noticed Tron flying over, but were blocked by the Ultron robots.

"Dang, those things are a real pain!" Applejack said.

Fluttershy and Pinkie Pie went to see if they could help, but both were blocked by Kraven and Balrog.

"Where do you little ponies think you're going?" Balrog asked, slamming his fists together

"We're just about to start our hunt," Kraven said, holding out his swords.

The two mares backed away a little, Pinkie remembers Balrog, both having fought in The Crystal Empire Six years prior. Neither of them were too familiar with Kraven though. Fluttershy knows he's a hunter of sorts, which she doesn't really appreciate.

"What do we do now Pinkie?" Fluttesrhy asked.

"Simple, we fight, like mares!" Pinkie said, flexing her muscle, or lack thereof.

As the two got closer, suddenly Kraven was kicked by Laura while Balrog got kicked by Deadpool.

"As if we'd let you nimrods hurt them! You'll have to get through use to do so!" Laura shouted, her claws out.

"Yeah! What she said!" Deadpool, his swords out.

Kravel groaned, "I thought I saw the last of you, why are you still here?"

"Popularity mostly," Deadpool said.

Kraven scratched his head, "What?"

"Forget it, lets take these punks down!" Balrog shouted.

Laura gestured to the mares behind her, "Go with Lightning Dust, we'll take these guys."

The two mares turned around and saw Lightning Dust floating behind them. "Sup?"

"Do you think we'll just let you escape!?" Kraven shouted, jumping at them with his swords. Lightning managed to kick him back and grabbed both mares by their tails. "Hold on tight!"

"Wait, this doesn't look like a-" Fluttershy couldn't finish speaking as Lightning pulled them away flying.

Kraven got up, but immediately had to dodge an attack from Laura. She continuously swiped at him with her claws, causing him to jump back a lot. He grabbed his swords and returned the attacks, but she blocked with her claws and was able to kick across his chest, her hind leg claw scratching his chest.

Laura then cut his face with her other hind leg claw and turned around to cut his chest with her main claws. Kraven growled a bit and started to attack again with his sword, hitting her once on the shoulder, then going for another but she managed to kick both out his hands and punch him a few times.

Balrog wanted to help, but he was busy fighting Deadpool. Every time he tried to punch him, Deadpool would duck and somehow appear behind him. "Miss me!"

Balrog went to punch again, but Deadpool again ducked and appeared behind him. "Over here!"

Balrog looked confused and went for another punch, but again Deadpool moved out the way. "You're really bad at this."

Balrog growled and anger and kept trying to punch Deadpool, this time he was blocking. "Sure, come at me with no real strategy, yeah I bet that helps."

Balrog did one final punch but Deadpool managed to duck that and this time threw several punches at Balrog's gut and then hit a mighty uppercut. "Shoryuken!"

Balrog groaned, "Not...the same, but still hurts!" He then fell over with Deadpool looking satisfied. "KO, I win."

He looked over and saw Laura still battling Kraven, the young Weapon X clone putting up a decent fight. Kraven tried to attack but she cut his arm, causing him to drop one sword in pain. She kicked under his chin and did a hand-stand kick to his chest to knock him back. She rushed over and did one final kick to knock him through the window of a home.

"That should take care of you," Laura said.

"Man these guys weren't tough, I bet Wesker just grabbed them out of pity or something," Deadpool said.

"Nevermind that, we need to go an-" She saw Kraven getting up.

"I am not done with you yet," Kraven said.

Balrog also got up, snarling, "Me neither."

Laura got into a stance, same with Deadpool, who grinned under his mask. "Round 2, fight!"

In another part of Equestria, Shining Armor and his Guards were still looking around, hoping to find survivors or even a train back to The Crystal Empire. they had come across some civillain ponies and kept them guarded.

"It's been a couple of days, we've barely found anypony and we've yet to find a train to The Crystal Empire," Shining said.

One of his guards, Flash Sentry, flew over to inform him of something. "I think there's a train station not too far, it's an older model train, it might need to be pulled but it's something."

"That's good, lets hurry to it, we need to get these ponies to safety," Shining Armor said.

As they made their way to the town, what they didn't know was that Vergil wasn't too far, he looked ready for a fight.

"Princess Twilight will be pleased, I found her brother for her, let me go make myself acquainted," Vergil said with a sinister glare as he followed the others.

Back in the Empire, Tron is still trying to attack the Castle with her weapons, but Cap stood in the forefront, shielding all of her attacks.

"I won't let you hurt these ponies!" Cap shouted.

"You can't stop me forever Captain America!" Tron shouted, firing a laser at Cap, who blocked with his shield.

Stark flew down and fired some blasts at Tron, but she grabbed a piece of a house she was near and tossed it at her opponent. Stark blasted the roof and still flew in to attack, but Tron managed to grab a street lamp and whacked Stark into the side of the castle.

She rushed over and tried to whack Cap, but he held out his shield and blocked the attack, though she maintained it, hoping to disarm Cap. The Avenger leader however managed to parry the attack and whacked Tron in the face and then did a hand-stand spin kick to knock her machine back.

"I'll never surrender to the likes of you!" Cap said.

Tron groaned, "Damn self-righteous heroes, just like Wesker said they were."

Peter jumped across the rooftops, using his web to pull down the robots to punch them, sometimes slamming them into each other or other objects. He came across Twilight and the others on one rooftop. "How are you holding up?"

"We're fine, there's a lot but I think we're decreasing the numbers. We just need to keep them away from the castle," Twilight said.

Peter looked over, "Looks like Cap's got that under control for the most part with his team." He looked to the skies, "The Wonderbolts are also doing a good job of swaying them away. We just need to keep trying."

"We won't stop," Twilight said.

"Good," Peter said, then jumped to another rooftop, getting closer to the castle. While doing so, one robot attempted to attack him but it got blasted before it got too close. Peter looked over and saw that Shocker had attacked the robot. "Did you just...help me?"

"You don't have to like me, but I do know we have to save this world," Shocker said.

"Huh, never thought you'd help me, stranger things have happened though," Peter said.

"Whatever kid, do what you need to do, I'm gonna take down more robots," Shocker said, going to attack some more.

Peter groaned, "Why does everyone still call me a 'kid'? I'm not a kid anymore."

" _Then don't whine like one_ ," Dream teased.

" _I'm not whining! Wait who's side are you on anyway!?_ " Peter mentally asked. He shook it off, "No time for this, gotta protect my world."

Tron continued battling Cap, throwing strong punches but Cap was able to block with his shield and whack Tron back. Tron then grabbed a piece of the ground and tossed it at Cap. He managed to move to the side but this time Tron was able to catch him with a surprise punch. She went to attack again but Peter arrived to kick her away.

"That's for sending those silly toys you call robots at me!" Peter shouted, then turned to Cap. "Are you doing ok?"

"I'm fine, she's nothing I can't handle," Cap said.

"Truthfully I'm more concerned about the robots, they're coming from everywhere it seems," Peter said.

"Don't worry, while the castle has damage the ponies inside are still safe, but I suggest we double time this before-"Cap stopped when Wasp flew over to him.

"Steve! More are coming from the south!" Wasp said.

"What!? How many?" Cap asked.

"I can't tell but it's a lot, and they're being led over!" Wasp said.

"By who?" Cap asked.

"By me!" they heard. Suddenly they found themselves evading some lasers. Cap looked up and glared.

"You again!"

Ultron landed before them with his sinister glare, "Time to end this, Captain America."

"Never! I will always fight for others to save them from the likes of you!" Cap shouted.

Peter stood by Cap's side, "Same here, we will protect this world."

"And the others too," Stark said, landing near them.

"I'll put a stop to you myself if I must, to fix the problems Hank started," Wasp said.

"Janet, you still don't understand, there are no problems, everything is going according to plan," Ultron said.

"I'm growing tired of your nonsense, it's time to end-" Suddenly Cap was attacked from behind by Tron's punch. Peter turned towards Tron but he was suddenly attacked by Ultron. Wasp and Stark went to attack but Tron punched Wasp away as Stark was grabbed by Ultron and slammed into the ground, then kicked through a window.

"Foolish beings," Ultron said. He then aimed his laser at Peter. "I'll deal with you first Spider-Man."

As he charged the attack, he felt something else attack him. He turned around and saw Sonata.

"Get away from my friend!"

Ultron rushed over and grabbed Sonata by her neck and lifted her up, the siren struggling to break free. The evil then aimed his laser at her face, "Foolish pony."

Before he could attack, a claw had struck his face, causing him to stumble in surprise. He looked to his attacker and saw Vega.

"Don't you EVER hurt my sweet Sonata again!" Vega shouted.

Tron gasped, "Vega!? He's alive!?"

Ultron went to attack Vega but Shocker then took this moment to blast him, distracting the robot. Ultron glared at the former villain, making him rethink his actions.

"Ok, I just tried to attack Ultron, I think there's something wrong with me," Shocker said.

Luckily once again Ultron was attacked, this time by a kick from Peter. "Took you think long to figure that out? Who else would run around dressed like you do?"

"Just because you changed your outfit into something more...professional doesn't mean you can now insult what others wear," Shocker said.

"That's fine, I can think of a million ways to insult you, but for now," Peter webbed Ultron and slammed him against a house. "I'm going to kick this robot's ass!" He rushed in and punched Ultron through the wall of the house. Afterwards he stood there scratching his head. "I owe these ponies a new wall."

Tron went to attack again, but Sonata and Shocker stood in front of her.

"Don't you dare!" Sonata said.

Tron glared at her, then at Shocker. "So you come back after so long and suddenly you're siding with Spider-Man!?"

"I'm just trying to help my friend Sonata, she just happens to like Spider-Man so I put my personal feelings aside," Shocker said.

"Aw, so you do care," Peter said teasingly.

Shocker groaned, "Hey go back to being all angry and moody why don't you?"

Tron glared more, then suddenly saw Vega walk over with his own glare. "I'm done working with you and Wesker, I'm doing things my own way now."

Moments later, even Lightning Dust showed up, after having taken Fluttershy and Pinkie Pie to a safer area. "Sup Tron?"

Tron glared at them, "So all three of you are against Wesker huh? Wesker goes through the trouble of giving Shocker a chance and taking in Lightning Dust and this is how you pay him? Vega, these people have attacked Bison, they're the reason he's not here, I thought you were loyal to him!?"

"I grew tired of Bison as well, truth be told I always thought he was a bit cowardly, especially the way he treated Cammy," Vega said.

"You three will pay for your betrayal!" Tron shouted.

All the ponies got into a fighting stance.

"Funny, six years ago we fought to take this place over," Shocker said.

"Now we're fighting to protect it," Lightning Dust said.

"I could care less, I just want to protect Sonata," Vega said.

Peter looked to Sonata, "He must really like you."

Sonata shrugged, "When you spend so much time with someone, especially when you don't many other places to go, then things happen I guess."

"Well, let's just take care of-" Suddenly Peter felt Ultron grab him and then he tossed the Spider away. Ultron then punched Sonata through the wall of the castle, surprising the ponies inside.

Vega, Shocker and Lightning Dust backed away from Ultron, somewhat fearing his power.

"That robot's strong," Lightning said.

Ultron, with one swift of his hand, managed to knock the three ponies to the side and prepared for fire a laser at them. However this time he sensed an attack coming and turned around to grab a metal blade that was tossed at him.

Tron had a smug glare, "Oh great, it's Mega Man, the puny one."

Mega Man stood there with a glare on his face, "I will defeat you Ultron, and avenge my friend!"

Ultron stomped toward Mega Man as the young robot fired his Mega Buster. Ultron was hardly phased by the little pellets and grabbed Mega Man by his head, then tossed him against a wall.

Ultron glared, ready to attack, but saw Stark flying over to attack him. He blocked his punch and returned it to his gut and kicked him aside. Cap also got up to attack but Ultron knocked his shield away and kicked him back.

Mega Man took the time to fire a Crash Bomber attack on Ultron, blowing him back. Mega Man rushed over to attack with his electric needle pins, but Ultron dodged and kicked Mega Man aside. Stark blasted him with a Repulser Blast, but Ultron returned with another laser blast.

Peter then rushed over and threw a quick barrage of punches, then knocked Ultron yards back. Peter, Mega Man, Stark and Cap all rushed to attack Ultron at once but the robot was able to fend off most of the strikes, and knocked them back. He aimed an attack but Peter webbed his laser gun shut, causing the attack to build up and explode, damaging his arm.

Ultron held his arm, feeling some rage toward these ponies. He then noticed Twilight flying over, the Princess pony charging her magic and blasting Ultron through yet another home.

"We're seriously gonna need to rebuild these homes or something," Peter lamented.

Ultron stood up angrily, glaring at Twilight, "You're as big of a pest as your husband and The Avengers."

"Call me what you'd like, but I'm going to protect my world," Twilight said.

"What is there to protect? Just a bunch of self-righteous mortals who don't deserve a chance," Ultron said.

"Hey, who are you to decide that. Everyone deserves a chance, whether it's in this world, the Marvel World or the Capcom World, the likes of you and Wesker don't have a say in something like that!" Twilight said.

Ultron slowly approached Twilight, causing her to charge her magic again in defense. "Easy my dear, why must we fight anyway? All I want is peace, the only way to achieve that is to destroy those who are a danger to that peace."

"You say that, yet you align with Wesker and others to attack innocent ponies, you sicken me. I won't allow you to endanger my world, especially my family!" Twilight said.

"Speaking of your family, what about your brother?" Ultron asked.

Twilight looked concerned, "What about him?"

Ultron smirked, he knew he had her. "When did you last see your older brother? Oh it must have been so long, he's out there all alone, yet here you are, safe in The Crystal Empire. You claim to love your family, yet you shamefully leave out your older brother."

"Watch yourself, I will destroy you," Twilight warned.

"Oh I mean no disrespect, I'm just concerned. I know Wesker is too, that's why he sent his friend Vergil to see if he's alright. He knows what it must feel like to be separated from one's brother, being a brother himself," Ultron said.

Twilight's eyes widened, "Oh no...Shining Armor..."

"If you hurry, maybe you can go meet them, I'm sure they'll be more than happy to see you," Ultron said with a sinister laugh.

Twilight started to panic, without thinking or even knowing where to start, she still flew out of the Crystal Empire, caring very little about the snow outside, just wanting to find her older brother.

"No! Twilight!" Peter said. He rushed to stop her but several Ultron bots blocked his path. "Get out of my way you bunch of bastards!" Peter ruthlessly punched through them. "Twilight!"

Stark again blasted Ultron, "You really are scum, aren't you?"

Ultron glared with a sinister laugh, "I'm just being a friend, isn't that what this world's all about?"

Cap gritted his teeth and angrily punched Ultron's face with his shield.

Wasp figured while they fight Ultron, she should find a way to help Twilight. Shrinking down she flew over to where the Capcom trio were and grew again. "Guys, problem! Twilight just left the Empire!"

"What!? By herself!? Where did she go!?" Chris asked, shooting some robots.

"She went to go find her brother, to do that she's gonna have to battle against Vergil!" Wasp said.

Dante's pupils shrank, "What!? She can't fight him alone, she could die!"

"Well she doesn't care, she just wants to save her brother!" Wasp shouted.

Dante groaned as he cut a robot in half, "Dammit! You two stay here, I'm gonna go find Twilight!"

Dante started running out of the Empire, getting the attention of Jill and Logan, who were both nearby.

"Dante, where are you off too!?" Jill asked.

"Twilight's in danger! She's gonna fight Vergil!" Dante said.

"What!?" Jill shouted.

Logan also looked surprised. He can't leave her alone against Vergil. "Jill, stay here, I'm gonna go help them!"

"Logan wait!" Jill said.

"I'll be fine! Protect this Empire!" Logan shouted, running with Dante.

Jill looked concerned but decided to leave them be.

Unfortunately for all of them, Wesker himself was on his way to the Crystal Empire, alongside Juri. He had a whole group of robots with him as they marched through the snowy outskirts.

"Why would an Empire be in the middle of a Blizzard!?" Juri asked.

"Probably has to do with the fact that it disappeared for about 1000 years or something, blame King Sombra," Wesker said.

Juri groaned, "Damn ponies, whatever, time to kick some ass."

The two marched towards the Empire, ready to put an end to Spider-Man and his allies.


	11. Increasing Difficulty

Twilight flew as fast as she could, she knew her brother wads in danger, she knew Vergil was strong. She wasn't sure if her brother could match Vergil's strength, which is why she had to go rescue her.

As she flew, both Dante and Logan ran after her, both using their super speed to keep up with her.

"I get she's strong, I get she's brave, I even get that she wants to help her older brother, but challenging my brother isn't a smart idea!" Dante said.

"It's her family, you do anything fer your family!" Logan said.

"I know, but she shouldn't be going by herself, Vergil can be very tough when he wants to be!" Dante said.

"Yeah, he's tough. But Twilight is one of the toughest chicks I know, if anyone can do it, it's her," Logan said.

Dante couldn't help but worry, there's a reason Vergil's one of Capcom's top villains. He can only hope he gets to Twilight in time.

Back in the Empire, Peter is punching his way through every robot in his path. He was not gonna let them stop him from reaching his wife. "Twilight!"

Cap and Stark are both fighting against Ultron, knocking the android back with each strike, Cap using his shield for added damage. Ryu also rushed over to attack Ultron, using his quick strikes to hit the robot with much ferocity.

Ultron whacked the three ponies back and used his non-damaged hand to fire a blast that hit Stark through a home, then punched Ryu over the rooftops.

Mega Man and Wasp attacked with the Mega Buster and Bio-Stingers respectively. Tron went to attack them but Wasp zapped Tron in the face while Mega Man blasted her back with a charged Mega Buster.

Ultron rushed in to whack Mega Man away and knee Wasp towards a window. He saw Peter trying to leave the Empire and went to follow him.

Chris fired at Ultron with his machine gun, though it did little damage as Ultron sent a laser at him, causing Chris to narrowly dodge.

Ultron flew over to attack Peter, but the webbed hero managed to counter and kick Ultron in the face. He then webbed him to slam him around a few times, even using him to take out several robots and then toss him away.

He rushed out the Empire, through the snowy blizzard.

"Don't worry Twilight! I'm coming! I will rescue you!" Peter said.

"You should worry more about rescuing yourself," Peter heard. Suddenly Wesker had come from the sides and punched Peter in the side of the head, knocking the hero over.

Peter got up and glared, "Wesker, I don't have time for you!"

"Let me guess, Twilight found out that her brother's in danger, she wants to go rescue him, but you want to rescue her, leaving an entire Empire to it's potential doom," Wesker said.

"The Avengers are there, so are Luna and the rest of my friends, they can handle your buddies no problem," Peter said.

Suddenly Juri attacked from nearby, knocking Peter across the snow. "Hey Spider, miss me?"

Peter glared, "Not you too."

"Aw, I'm hurt, I thought we could be friends," Juri said, then kicked his face. "I really like spiders you know."

Peter rubbed his face, glaring at Juri. "Well I don't like whack jobs who hurt the innocent."

"How innocent are they really? Wesker and Vergil are right about one thing, the world might be better off without such inferiority," Juri said.

Peter rushed to attack Juri, but she was able to side step and kick his face, allowing Wesker to rush in and punch his stomach. Both then kicked Peter back, more towards the Empire.

"We will not allow you to further interfere with our plans. I am going to dispose of you, Vergil is going to dispose of your wife, then one by one, everyone else you know and love will be exterminated," Wesker said. Peter struggled to get up but Wesker jumped and landed his hind leg on Peter's chest, causing him to cough in pain. "Believe this Peter, while I would love to make you watch as I take everyone you know and love away from you, it would be more beneficial to my plans if we deal with you and your wife right now!"

Wesker then kicked Peter into the air as Juri jumped up and kicked him back down, Peter going more towards the Empire.

Peter got up, holding himself in pain as Wesker approached him. "I won't let you get away with this Wesker!"

"Like you can stop me!" Wesker shouted, dashing over and punching Peter hard enough to send him to the wall of a house.

Juri rushed over and kicked him through the wall, then pulled him out and tossed him aside. "Finally, out of that Blizzard, even with this fur I felt a bit cold." Juri grinned, "Though that's only one thing I like about being a pony, the other thing is the freedom. Not having to wear clothes, it makes me feel a bit relieved."

Juri approached Peter and turned herself around, exposing her rear to him. "Though I guess the back's still a little revealing, but everyone else is fine with that, so I can live with it. Like what you see though Peter?" She moved a little closer, shaking her rear. "Go on, explore a little, I don't mind."

Peter had an awkward blush, "Hey, are you fighting me or flirting with me?"

"I like to do both," Juri said, then kicked Peter in the face. "So far you and Chun Li are my favorites."

Wesker walked over to a dazed Peter, "Enough of this, it's time I end this." He grabbed Peter, ready to attack when a card was thrown at him, exploding in the process.

Juri went to see what happened but got blasted back by ice.

Peter looked around and saw Remy, Bobby and Trixie approach him, checking up on any injuries.

"Peter, you're too reckless sometimes, don't go rushing in to do this by yourself," Trixie said.

"Twilight's off on her own, she's going to challenge Vergil, I have to go save her," Peter said.

"Twilight wants to challenge Vergil? On her own?" Bobby asked. "I know she's strong but Vergil's probably got robots of his own."

"Dozens of them," Wesker said. "And with his enhanced magic, with all our enhanced powers, thanks to the books that Starlight gave us, any one of us is an unstoppable force," Wesker said.

"That's why we're gonna take over these worlds, things will finally go our way," Juri taunted.

"Like I'll let you!" Peter rushed to attack but Wesker punched his gut, causing Peter to immediately stop as Juri rushed over and kicked him a few feet back.

Remy rushed over and attacked Wesker with his staff while Bobby went for an ice punch against Juri.

Trixie assisted Peter in standing up, "They have seem to have gotten stronger, feels like each time their power has increased somehow. If this keeps up, Wesker's gonna completely match you in strength."

"I don't know how it's increased, but I don't care. But I need to go after Twilight, I don't wanna leave you here to fight Wesker but at least you have The Avengers and Princess Luna here, Twilight doesn't have a lot," Peter said.

"Well I did see Logan and Dante run out of The Empire, maybe they're going to help Twilight. Logan's really strong and Dante would know how to fight his brother," Trixie said.

"Still, I wanna be there just in case, keep trying to stop them, I'm gonna go after Twilight and protect her from Vergil," Peter said.

He immediately dashed off. Wesker noticed and tried to stop Peter but Remy continuously tossed his cards at him, "Your fight's with me."

Wesker rushed in and punched Remy's gut hard enough to leave him on the ground, trying to catch his breath. Wesker then kicked him towards a house, creating a hole in the process.

Bobby tried to continuously blast Juri, but she dodged out the way and kicked his head a few times and then did an energy powered spinning kick to knock him through a nearby window.

"Pitiful," Wesker said, then turned towards Peter's direction. "Time to stop him."

"Hey, any chance we could keep him alive for a bit? Kinda wanna see what he can do in bed," Juri said with a seductive grin.

"Juri, there's no time for that," Wesker said, somewhat annoyed.

Juri shrugged, "Oh well, bit of a shame, but I can find more where he came from."

Trixie stood in front of them, "Like I'll let you!"

Juri raised her eyebrow, "You really think you'll make much of a difference?"

Trixie looked ready for a fight against the two, they may outmatch her but that won't stop her from trying. She charged to attack but Wesker side-stepped and kicked her away.

"You are far beneath me," Wesker taunted, then turned to Peter. "Time to end this."

Wesker rushed over and jumped into the air, landing down on Peter with a strong punch. To his surprised when he landed, Peter seemed to just disappear.

"What!? Where did he go!?" Wesker asked, looking around.

Trixie stood up with a grin, "Illusions, my specialty. Peter's already long gone to find your friend, he's gonna defeat him and save his wife. Then he's coming for you next."

Wesker rushed to punch Trixie through the hole of the same house he knocked Remy through, Trixie landing on the interior wall.

"I don't appreciate your tricks," Wesker said, rushing to punch Trixie in the gut a few times, then doing one final punch that knocked her through the house and caused her to skid the ground as she landed against another house.

Wesker marched angrily towards her with Juri following, very annoyed at Trixie herself.

Trixie stood up, ready to keep fighting as she blasted at Wesker and Juri. Both side stepped as Juri rushed over with a kick to her head, Wesker with a punch to her back and both doing a combination uppercut and upwards kick under her chin to knock her into the air and across the street area.

Wesker continued to march towards Trixie, though suddenly he heard someone call out to him.

"Hey back away from the pony!" Wesker turned and saw Ant Man flying at him. "Time to take you down!"

And Man shrunk as he got closer, but unfortunately for him, Wesker was still able to whack him to the wall of another house, creating a hole in the shape of a pony. "Ow."

Wesker groaned and turned towards Trixie again, but got hit in the face with a shotgun blast. Wesker glared over at the one who attacked him, "Chris..."

Chris stood there with his shotgun out, Jill joined him a moment later, her machine gun out.

"It ends here Wesker," Chris said.

Wesker and Juri both glared, then saw Ryu and Chun Li stand across as well.

"Juri, Wesker, we won't allow you to bring anymore harm to this or any other world," Ryu said.

"Shame, you say that very often, yet you do little to stop us," Wesker taunted.

"How about less talking and more fight, prove your words," Juri challenged.

The four Capcom Fighters got into a stance, ready to defeat Wesker and Juri, then the rest of their team.

Elsewhere Twilight is still flying, hoping to find her brother and protect him from an attack from Vergil.

"Shining Armor...please be ok, I couldn't stand it if you got hurt," Twilight pleaded to herself.

As she flew she saw something that set off her nerves and worries. She saw fallen members of the Royal Guard. From what she saw on their wounds, they were taken down by sword attacks. Some even had light swords in them, giving Twilight more reason to worry.

"I gotta hurry!" She flew around, finding other members of the guards until she saw some pony survivors. "Civilians?" She landed in front of them. "Did any of you see my brother Shining Armor?"

Before any of them could speak, one voice called out. "Twilight!"

Twilight turned around and saw a very familiar yet injured pony, "Flash Sentry?"

Flash approached her as best he could, despite the scars and the blood trailing down his forelegs. "Twilight, you need to go, it's not safe!"

"Where is Shining Armor!?" Twilight asked.

"He went after the pony that did that!" Flash pointed to the other guards. "He's a monster! He used techniques and magic I've never seen before!"

"He had a blue coat correct?" Twilight asked.

Flash nodded, "Yeah, we stood no chance against him, Shining Armor doesn't want to go down without a fight though."

"Don't worry, I'm gonna go and put a stop to him," Twilight said and trotted off.

"Twilight! Wait!" Flash pleaded. "It's too dangerous! You're too important to Equestria! Think about your world! Think about your children!"

Twilight stopped and turned around, "I am, which is why I need to defeat Vergil!" She flew over to find him.

Flash groaned at her stubbornness, "First thing's first, I gotta get these ponies to safety." He turned to the crowd, "Follow me! Quickly!"

Twilight flew around, looking for any sign of Vergil, though from the light swords everywhere, and the damage, she had to imagine he was close by. "Vergil! Show yourself!"

She looked around, waiting, hoping to find him. She was about to call out again when she heard a familiar voice, "Twiley?"

Twilight smiled, "Shining Armor, are you..." As Twilight turned to him she felt her world crash. There her older brother was, badly injured, sitting in a position while holding a wound, seeing the blood leak out, his face a mess. "Big Brother!"

Twilight ran to him, checking his injuries, though he tried to play it off. "It's nothing, I've handled worse."

"I don't have time for your tough guy act! I need to get you to safety! Look at you, you're hurt really badly!" Twilight said.

"But he's still out there, I can't stop knowing that demon is endangering others!" Shining Armor insisted.

"You need to rest, let me handle Vergil, I can take it from here!" Twilight argued.

"Oh can you know, little Twiley?" she heard. She looked up and saw the one pony she didn't want to see. "You..."

Standing on the roof of a destroyed home was the half-demon Son of Sparda, Vergil. His hoof was placed over his sword, ready to take it out when need be. "Twilight Sparkle, good to see you."

Twilight growled, "You...how dare you. You'll pay for what you've done!"

"Twilight, you could barely match up to me before, what makes now so different?" Vergil asked.

Twilight charged her magic, "Now it's personal, I'm gonna put you in your place you spoiled brat!"

Vergil grinned evilly, "I'd like to see you try Princess."

Twilight flew over to attack with a magic blast, but Vergil easily deflected it with his sword as she got in closer. She attempted a punch but he jumped back, attempting to attack with his sword, swinging it around as she kept her distance.

She moved back and charged at him with her magic glowing as he charged at her with his sword. The two clashed with each other, Twilight blocking Vergil's sword with her horn, the two glaring into each other's eyes.

They jumped back and attacked again in a split second. Suddenly they were on the other side of each other. Both turned around, revealing a wound from the attack. Vergil had taken a magic blast to his face, his skin slightly damaged and Twilight's cheek had been cut, a little blood showing.

"Perhaps you can be an entertaining fight, little pony," Vergil taunted.

"Same to you, demon boy," Twilight said.

The two got into a stance and attacked again.

Back in The Crystal Empire, Chris and Jill were double teaming Wesker, Chris fired at Wesker but he dodged the bullets very easily. Jill rushed over to attack with some kicks but Wesker grabbed them and tossed her away.

Chris attempted to punch Wesker, but it was grabbed and Chris received a punch of his own to his gut and Wesker kicked him away. Jill fired her machine gun at Wesker but he jumped over the bullets and kicked her to a wall.

Chris trotted over with a hunting knife, hoping to attack Wesker but the attack was blocked and Chris was punched in the gut and kicked into the air. Jill went to attack again but Wesker grabbed her and tossed her into Chris, the two getting knocked into each other.

Ryu and Chun Li double teamed Juri with their strikes, Ryu focusing on his punches and Chun Li on her kicks. Juri was able to block their attacks each time and even grabbed Chun Li to toss her into Ryu. She jumped into the air and landed down with a kick but Ryu managed to dodge out the way and go for a punch, which Juri parried into a punch of her own.

Chun Li went to kick Juri but the attack was blocked and Juri was able to kick her face and then slam her down. Ryu went for a kick that knocked her back a little, though as he continued to attack, she did an energy kick to his chest and then elbowed him in the face.

Chun Li rushed in with some quick punches and even managed to sweep her legs and do a punch to the ground but Juri grabbed it and kicked the side of Chun Li's head a few times, then stood up with her hoof still grabbed and tossed Chun Li aside.

Trixie stood up and saw the Capcom group having a hard time, she charged her magic and zapped Wesker from behind. The attack did little damage, but the distraction allowed Chris to hit Wesker with a strong punch and Jill to follow up with a diving kick.

Juri went to help but Ryu had gotten in front of her and punched her a few times before hitting his uppercut. "SHORYUKEN!"

Wesker and Juri were momentarily dazed, but before the Fighters could capitalized, Tron arrived in her Gustaff and fired her laser gun at them. "Back off you bunch of dummies!"

"Did she seriously call us 'dummies'?" Chris asked as he dodged.

While she fired, Rainbow Dash and Johnny arrived to kick her machine out of the air, causing Tron to tumble down.

"Wow she's annoying," Rainbow Dash said.

Tron growled, "Servbots! Attack!"

Soon all the Servbots started approaching the Fighters.

"Not these stupid things again," Jill complained.

"Fear our power mortals!" one of them shouted, in the least intimidating voice possible.

"Oh no, how will we ever stop them?" Chris sarcastically asked, getting some giggles from nearby.

"Yes, perhaps it is too late for us to win," Chun Li sarcastically added, adding more giggles, upsetting the Servbots a bit.

Johnny and Rainbow Dash had a laugh at this.

"Who knew they could have a sense of humor?" Johnny asked.

"We heard that," Chris said.

Remy and Bobby recovered and saw all the Servbots approaching.

"This a joke? Why even have those robots when there are still plenty of the other more intimidating ones?" Remy asked.

One Servbot went to attack Chun Li, though she kicked it into the air, going towards Rainbow Dash, who circled around and kicked it into the castle.

As it recovered, it looked around and saw several ponies staring at it, from The Cutie Mark Crsuaders, to Rumble, to Mayday and her friends, and the other ponies inside.

"You foolish mortals! Today you will lose! For Miss Tron and our new God Wesker will take over your world!" The Servbot said.

The room was silent a moment before Mayday pointed at it, "I'm kicking your ass."

"Wait, what?"

Suddenly the sounds of a Servbot in pain echoed through the halls of the castle, pains heard even outside by Electro.

"Ha, stupid robot," Electro said and walked off to fight more Ultron robots.

Back with Twilight and Vergil, the two continued to exchange blows, Vergil attacking with his sword while Twilight attacked with her magic.

"Give up! Now!" Vergil shouted, sending light swords.

"Never! I refuse to lose to you!" Twilight shouted, shooting her magic.

The two clashed some more, sword to magical horn. Shining Armor could only watch as his sister battled against Vergil, though luckily faring well again him.

Vergil again tried to attack Twilight with a strong swing, but she sidestepped and blasted Vergil in the face.

"You try my patience Twilight Sparkle!" Vergil said, sending some light swords at her.

"Then leave my world!" Twilight said, shooting an array of magic blasts.

Vergil dodged them the best he could until one went through his leg. "Ow! Damn you!"

Twilight grinned, "That's what happens when you underestimate me!"

Vergil's eyes glowed as he started to float in the air, "I'm not done yet Princess!" Suddenly he surrounded himself with Light Swords as a type of barrier as he fired a few down, Twilight barely dodging them.

She flew over to attack but he blocked with a good amount of them and knocked her back, leaving her open to take a sword through her left hind leg and right foreleg.

Vergil flew in to attack again and managed to cut Twilight across the chest before blasting her with some demonic energy, sending her to the ground.

"No! Twiley!" Shining Armor shouted.

Vergil landed down, his hind hoof on her stomach, "You put up a good fight Princess." He held the sword over her, "But now it's time to end you and your pathetic friendship!"

"Don't even think about it bro!" Vergil heard, then was attacked suddenly when Dante fired his guns.

Logan rushed past Dante and slashed Vergil across the face, causing stining pain for the half-demon. "That'll teach you, ya stuck-up bastard."

Vergil glared at the two, "So now completes me three most despised enemies."

Logan bent down to Twilight, "Twi, you ok?"

Twilight groaned, "I'm fine, please check on my brother though."

"I got it Princess," Dante said, approaching Shining Armor. "How bad is it?"

"He gave me quite a beating I admit," Shining Armor joked.

"Well my brother's no push over, but you have my respect for even challenging him, even if it was kinda foolish," Dante said.

"Something we can agree on," Vergil said.

Dante glared and stood alongside Logan, "Time to end this bro."

Logan attacked first, Vergil immediately blocked his claws with his sword and kicked Logan aside. Dante rushed in and the two clashed their swords in a quick pace. Logan got up and attacked again but Vergil sent a light sword through him.

Dante took this distraction as his chance to attack, slashing him across the chest then stabbing the sword through him.

Vergil groaned in pain, but managed to pull away and attack Dante again, getting him across the chest. Logan went to attack but Vergil blocked and then sent more light swords through him and Dante.

Twilight stood up slowly while charging her magic, and the moment Vergil had his back turned, she blasted him down, knocking the half-demon down.

Twilight slowly approached him, knowing that won't be enough to defeat him. Logan and Dante also approached him, all three surrounding Vergil.

"This is a redundant question I'm sure, but I still would like to offer the chance. Do you surrender?" Twilight asked.

Vergil stood up glaring, "You're right, it is redundant, because there's no chance of me giving up, now when I'm so close."

"Bro, seriously, give it up! You're not gonna win!" Dante said.

"That's what you think," Vergil said, then pulled something out of his coat.

"What's that supposed to be?" Logan asked.

Twilight took a moment to recognize it, "Wait a minute...that's the Alicorn-"

Just like that, Vergil placed the Alicorn Amulet on his head, his magic increasing tenfold. He floated into the air with a sinister laugh that echoed through the area. He could feel the power flowing through him, he felt unstoppable.

"Yes, with this power, the plan will be completed faster! I should give Starlight Glimmer some credit for finding this, but in the end it's my magic to control!" Vergil boasted with his forelegs out.

Dante turned curiously to Twilight, "What's happening!?"

"The Alicorn Amulet, it's mean to increase the power of Unicorn Magic, even though he's not a Unicorn, he still has demon magic that's likely increasing!" Twilight said.

Vergil aimed his sword, "You should never have challenged me, now you shall fall with the rest of Equestria." He held his sword high, "And with the death of this world, we shall create new life, a life of Superior beings!"

"We will never let that happen!" Twilight shouted. "Not as long as we have the Magic of Friendship!"

Dante groaned, "Kinda corny Twilight."

"It's our source of magic, deal with it," Twilight said.

Within a split second, Vergil had created some light swords to fill the skies, ready to rain it down. "You can't stop this, it's the coming of our age, prepare for your judgement."

Before anything could happen, Flash Sentry flew towards Vergil with his spear. "We won't let you hurt our-"

Just like that, Vergil aimed his sword and Flash flew right through it, his chest pieced by the blade.

The others watched in complete shock as Flash struggled to speak any words, slowly fading as Vergil let him fall from the sword to the ground below.

"Such inferior beings do not deserve to exist in our world," Vergil said.

Flash fell with a thud, Dante and Logan checking on him.

"Damn, yer brother got him good," Logan said.

"We gotta get this treated, otherwise he won't make it!" Dante said.

Twilight angrily blasted Vergil with a magic beam, but he stopped it with his hoof, "That won't be enough." A moment later, Shining Armor tried the same thing, but again it was blocked. "Why are you still moving?"

Logan and Dante both jumped into the air to attack but Vergil slashed them both several times with his sword at speed even superior to theirs, then sent his light swords to pierce them several times.

"How foolish, like you could stand a chance against me now," Vergil said as the two fell to the ground below.

As they struggled to get up, Vergil prepared more light swords, aiming down. Before firing, he saw a familiar pony approach from the distance. "Oh look Princess, your Gallant Prince is here to save you."

Twilight turned and saw Peter arrive, glaring angrily at Vergil. Suddenly Peter noticed something terrible, "Oh no, the Alicorn Amulet!"

"So, you too know of this, it should only make sense, you spent eleven years in this world after all," Vergil said.

Peter looked across and noticed another pony, "Flash Sentry..."

"Yes, such a foolish pony. Perhaps I did you a favor, from what I've heard, you don't particularly like him," Vergil said.

"Even so, he doesn't deserve this!" Peter shouted, looking up at Vergil. "I'll make you pay!" His eyes started to turn blue as he turned to his friends, "Get him and the civilian ponies to the train! I'll distract Vergil!"

Dante looked a little curious, "Dude, what happened to your eyes!? And your voice!?"

"Never mind that! Just hurry!" Peter shouted, then looked back up at Vergil.

"He's right, hurry up!" Logan shouted. He and Twilight went to assist Shining Armor while Dante went to assist Flash Sentry.

As they left, Vergil aimed his light swords, "You think I'll let you escape!"

Peter jumped up and punched Vergil hard to knock him to the ground, then webbed down and pulled faster to land a strong punch to Vergil's gut.

"I won't let you hurt them!" Peter said, lifting Vergil up to punch him across the area.

Twilight and the others got on the nearby train, though noticed a problem.

"Dammit, there's no way to move the train without it being pulled," Twilight said.

Dante and Logan looked to each other, then to Twilight.

"Me and Logan got this, the two of us should be strong enough," Dante said.

"You're strong but I don't think that's enough," Twilight said.

"Where would we even go!?" Logan asked.

"That's right, The Crystal Empire's under attack," Dante said.

Twilight sighed, "Unfortunately we don't have a choice, if we go anywhere else those robots will be there. At least we have heroes there to protect them."

"That ain't the best idea Twi," Logan said.

"It's our only choice right now, from there we'll figure something out," Twilight said.

Dante and Logan looked unsure, but they had to trust Twilight right now. After all, taking ponies anywhere else could be just as bad, and there's a good chance the heroes may have reduced the danger anyway.

Back with Peter and Vergil, the two are continuing to fight hard, throwing their strongest punches. Even with Vergil's Alicorn Amulet, Peter is able to keep up as long as he has Dream's power.

Vergil tried to attack Peter with a slash of his sword, but Peter grabbed the sword and disarmed Vergil, allowing him to take a few punches and knock the demon knight around.

"You won't ever defeat me Vergil!" Peter shouted.

Vergil glared, "Don't get cocky! This is not over yet!"

Peter kept fighting until he saw the train leaving, at least that was taken care of, but he still needed to fight Vergil. Vergil however wasn't gonna let that train escape. Looking like he was about to attack Peter, he side stepped and went after the train.

"I don't think so!" Peter said, going after Vergil and attacking him.

Vergil fought Peter away and did everything he could to catch up to the train.

Back in The Crystal Empire, Ultron is firing down everywhere, attacking all the ponies in his sight. Cap tossed his shield at his face while Iron Man flew over and punched him around a bit.

Mega Man jumped to a rooftop and fired his Mega Buster to attack Ultron as Hawkeye fired a few explosive arrows.

Ultron sent lasers to hit them all, Cap blocking with his shield, Mega Man and Stark taking the attack and Hawkeye barely dodging.

Below not only are the Servbots still going after the heroes, but the Ultron robots decided to help. Tron, Wesker and Juri waited on a rooftop to watch the robots go to work.

They also turned to see that Laura is still battling Kraven while Deadpool fights Balrog.

Balrog is doing his best to take down Deadpool, the anti-hero being too quick. Unfortunately Deadpool got a little too cocky after a takedown.

"What now huh? Some tough guy you turned out to be!" Deadpool looked up and spoke to Wesker. "Hey! Albert! Got another challenge for me!?"

Wesker rolled his eyes, deep down grateful that Deadpool no longer works for him.

"Hehe, guess he's got no one, well I should finish this fight so I can," Deadpool turned around and received a punch from Balrog to a building.

"You were saying!?" Balrog shouted.

Deadpool shook the cobwebs out. "Damn that hurt."

Balrog went to attack again but this time Pinkie Pie rammed into him, "Get away from my Wadey!"

Balrog got angry, "I hate you ponies!"

He went for some punches but she was able to dodged them, often hitting him in the face with various desserts she seemed to pull out of nowhere.

"You should try smiling more, maybe then you'd be less of a grumpy pants," Pinkie said.

Balrog got angry and managed to punch her to the other side of the Empire. Taking a breath he turned to Deadpool, "Now to finish with y-"

Suddenly Pinkie appeared on the other side and knocked into Balrog, taking him and the three villains by surprise.

"Where did she come from!?" Tron asked.

Balrog glared curiously at the now smiling mare, "How!?"

Pinkie tilted her head in confusion, "How what?"

"Oh a smart mouth huh!? Take this!" Balrog again punched her to one side of the Empire, only for her to appear again on the other and ram into Balrog.

"How!?" Tron asked.

Kraven watched with some confusion, "That...doesn't make any sense."

While he wasn't looking, Laura took the time to elbow him really hard in the back on the neck, hitting the proper point to knock him out. Afterwards she looked to Pinkie Pie and commented, "You're not wrong." She looked to Deadpool, "You handle the rest, I'm gonna go find Dust so we can deal with Ultron."

As she left, Balrog approached Pinkie angrily, "I know what to do!" He then hit her with a really strong uppercut, knocking her into the skies. "HA! What now huh!?"

Suddenly a green tube emerged from the ground. Balrog looked inside and suddenly Pinkie Pie had come out, punching Balrog under his chin, finally knocking him out.

As she landed, she wads showw wearing a Pinke Shirt, Pink Cap with the letter P in the middle of a while circle and blue overalls, as well as a mustache.

"It's-a Super Pinkie Time!" She shouted in an accent.

Deadpool laughed out loud, "That was awesome! I love this freaken mare! She's the best waifu ever!" Deadpool rushed over and started passionately making out with Pinkie Pie.

Wesker, Juri and Tron just blinked in confusion, having no idea what just happened.

"I'm not even gonna ask," Wesker said.

"Same here," Juri said.

Tron was still in disbelief, "HOW!?"

Rainbow Dash flew by her, "Because she's Pinkie, that's why." Rainbow Dash flew away again, leaving Tron even more confused.

In the skies, Lightning Dust had flown towards Ultron as Laura held her claws out. Lightning flew right past Ultron as Laura got a good swipe of her claw, getting him right in the chest. She then jumped on Ultron's back and started slashing and stabbing with her foreleg claws and her hindleg claws.

Ultron knocked her hard in the face and tossed her off, but Lightning managed to catch her.

"He's pretty tough," Lightning said.

"We'll manage," Laura said.

Ultron grew impatient, "I tire of you foolish mortals, now perish!"

He and the other robots started shooting down lasers all over the Empire, some even going through the castle.

Cap grew worried and called out, "Double time team! Protect the castle!"

Everyone continued to attack, all the Pegasus ponies attacked up close, the projectile users attacked from below.

Shocker stood next to Sonata as they fired both their Gauntlets and Mouth beams.

"This is becoming a real pain," Shocker said.

"We'll end it, hopefully," Sonata said.

Vega flew around, taking down all the robots. "Such ugly creatures."

Several robots attacked on the ground, though luckily Spitfire had an idea. "Wonderbolts! Gather around!"

Within moments all the Wonderbolts, and Johnny, gathered near her as she explained a plan. Suddenly all of them grabbed some clouds and positioned them in the air, forming a massive cloud.

The villains were confused by this, what were the ponies up to?

"All heroes move out the way!" Rainbow Dash shouted.

As they looked up, suddenly Spitfire gave an order.

"LIGHTNING STRIKE!"

All the Wonderbolts then hit the giant cloud at different times, causing several lighting that hit a lot of the robots, including some Servbots as the heroes and fighters moved out the way.

Tron looked worried, "Wait! Those lighting bolts are hitting my Servbots!" She shouted up at the Wonderbolts! "NO! STOP!"

She fired at them but Johnny blasted the ray gun out of her hooves.

Soon all the Wonderbolts flew further into the air and flew down hard for a more massive attack, "SUPER LIGHTNING STRIKE!"

All them them created a Lightning Strike so big it completely destroyed all the robots in the ground, all of Ultron's robots and Tron's Servbots.

"Miss...TRON!" The Servbots shouted, shortly before they were destroyed.

Tron could only watch in shock as each of her Servbots were destroyed by the lightning. "No..." She sat down in complete shock, some tears coming to her eyes. "My Servbots..."

Wesker looked at her with some minor sympathy, he didn't care for the Servbots, but part of him didn't like seeing Tron upset. "Tron..."

"My sweet little Servbots...all gone," Tron said. She started to clench her hooves into a fist and gritted her teeth. "Those damn ponies...They'll regret this!"

Despite his small degree of pity, he also grinned slightly at this, knowing this would mean that Tron would now be remorseless in destroying the worlds. "Make them suffer Tron."

Tron glared angrily at the ponies, "I'LL MAKE YOU REGRET THE DAY YOU CROSSED ME! THIS WORLD WILL SOON DIE!"

Rainbow Dash kicked the cloud again and the lightning knocked Tron off the roof. "Like you can beat us."

Ultron suddenly appeared behind Rainbow Dash and whacked her down.

"No! Dashie!" Johnny shouted, then blasted Ultron with fire. "Never hurt my mare!"

Ultron whacked Johnny away. "Fool." Ultron turned his attention to his remaining robots, "Show no mercy! Destroy this Empire!"

More lasers rained down, hitting several heroes with its beams. Luna herself flew over and started zapping most of the remaining robots, destroying them instantly before turning to Ultron. "Now for you!"

She flew in and blasted him down to the outskirts of The Empire.

The other heroes went after Ultron the best they could despite their injuries and each tried to attack, but Wesker and his allies continued their assault, especially a fired up Tron, who would make them regret what they did to her robots.

Several heroes stayed in the city to defeat the rest of the robots, such as Felicia's group, Ant Man, Deadpool, Strider and Spencer.

Ultron fended off Stark and Mega Man mostly, with other heroes like Wasp and Hawkeye attacking from afar. Wesker had to fend away Chris and Jill, but soon he was challenged by Cap.

"Time to end this!" Cap started attacking Wesker, though his strikes were mostly blocked. Wesker tried attacking in return but Cap managed to maneuver around and punch Wesker a few times. The two continued to clash against each other as the other heroes either tried attacking a main villain or destroying any Ultron robots that followed.

As the battle continued, Johnny saw a train approaching. This train was different, since it was being pulled by other ponies. Not just any ponies, Logan, Dante and a few others. On the top of the train was Twilight, who seemed to be zapping somepony.

Johnny got a closer look and saw Vergil making his way over. He sent several light swords at the train but Twilight blasted them. Suddenly he was attacked by Peter, but mostly tried to fend him off.

Logan could see that not many robots remained, "Good, I think they saved The Empire!"

"What about Ultron and the others!?" Dante asked.

Logan looked to the side and saw the fights, the problem was several heroes and fighters were looking hurt, including Chun Li, Laura, Lightning Dust, Chris and Hawkeye. "Damn, we still ain't winning!"

Cap noticed Logan and Dante, so he whacked Wesker back and approached the two, "Are there more ponies inside?"

Logan nodded. "Yeah, one of them's hurt pretty badly, we need to-"

Suddenly Ultron flew over and kicked the train, knocking Twilight off, pulling Logan and Dante and startling the ponies in the train.

As Twilight got up, Ultron picked up the train. The ponies jumped out as Flash fell through a window. Luckily Peter was able to catch him before hit the ground, but looked up in shock as Ultron lifted the train.

"Princess Twilight, glad you could make it, I guess you know how to, catch a train!" Ultron shouted and threw the train at Twilight.

Twilight watched in shock as the train came at her, but luckily Cap pulled her out the way last second.

"Are you alright Princess?" Cap asked.

Twilight nodded, "I am, thank you Captain."

"Please, you may call me-" Cap suddenly spat some blood out his mouth. Twilight screamed loudly when she saw the sight of Wesker's hoof going through Cap's chest.

"You always shield your front, but never your back," Wesker said as he pulled his hoof out.

Cap fell on his knees, holding the wound as blood leaked out. Cap then fell over as Twilight panicked over what happened.

"CAPTAIN!"

With teary eyes, Twilight frantically looked over his wound, with the hope that she could find a way to help him.

Everyone looked on in shock, seeing Wesker standing over the fallen Captain America, seeing Twilight tearfully trying to save him, his shield on the ground.

Iron Man stopped in his tracks when he saw his best friend go down, Chris looked on in disbelief at seeing what his enemy had done, and Peter was nearly in tears, his idol, his own hero, fallen due to Albert Wesker.

Peter started to remember, he started to remember those he failed to protect, those he should have protected, but wasn't able to. Why? Even with all this power he just can't protect those closest to him? Those he deems his friends and allies?

Peter stood up, his eyes glowing, his magic charging. "Wesker...you...you." Peter then shouted to his enemy. "I WILL NEVER FORGIVE YOU FOR THIS!" Peter appeared before Wesker and punched him hard in the stomach, then kicked him away.

Juri and Tron went to attack but Peetr webbed them into each other and kicked them aside.

Ultron appeared before Peter, throwing punches but Peter blocked them and jumped up to punch Ultron down. "YOU'RE GONNA GET IT TOO!"

Peter started punching down on Ultron, doing a lot of damage to the robot. Wesker went to attack Peter, but he blocked and knocked Wesker away.

Peter then marched angrily to Wesker, the ground shaking with each step, he had fury and hatred in his eyes, he was gonna make Wesker regret this.

Before Peter could attack, he felt a sword go through him. He turned around and saw Vergil, though in his rage he barely felt the sword and immediately turned around, stomping towards Vergil with the sword still sticking through him.

"What!? How is this possible!?" Vergil shouted.

Peter went to attack but Ultron had blasted the side of his head, burning Peter's face a little. Ultron looked around, the heroes looked ready to fight but his teammates weren't on the winning side. He needed a diversion to make more robots and ensure victory. He flew into the air, charging a strong beam. Since most of the heroes went after him, it left the castle defenseless as Ultron fired a strong blast at the castle, strong enough to cause a lot of damage and the building started to burn.

"No! The castle! The ponies are still inside!" Jill shouted.

"Mayday!" Mega Man shouted.

Ultron quickly grabbed Juri and Tron while Vergil assisted Wesker.

"We'll be back, next time it will be your end!" Ultron shouted as the villains left, Vergil able to warp them away through a portal.

The other ponies ran towards the castle, calming the fire as they escorted the ponies outside. Several Wonderbolts flew in with their speed and brought the ponies to safety. With the ponies outside, they focused all their attention on putting out the fires and preventing more damage to the castle.

Mayday looked surprised at everything that happened, though the bright side is that the robots are gone, but what of the villains.

As this happened, Peter had recovered from the blast to the face, but was still faced with this terrible truth; Captain America, was no more.

What will become of them now? With the Avengers leader fallen, and several allies hurt, what will become of the morale of the rest? Who will save the world?


	12. Final Battle Part I

The Crystal Empire was safe for now, damaged but the enemies had retreated. Several of the protectors were hurt though, having sustained bruises and other forms of injuries.

Cadance did her best to tend to some of the wounds, along with other ponies in the area such as Scootaloo, Rumble and especially Zecora.

However the biggest blow they felt wasn't that oh a physical wound, but an emotional wound. The wound of losing Captain America.

The Captain fought hard in battle, doing everything he could to protect those around him, fighting hard for the safety of a world that wasn't even his, but it was his drive to protect others that enabled him to fight his best to keep these worlds safe.

Several different ponies were hurting in their own way, feeling sympathy and pain for the fallen Captain.

Twilight, the last thing Cap did before his death was save her life, he rescued her from a train that Ultron had thrown at her. If she were a little more careful, he could have saved herself and Cap never would have let his guard down. She feels guilty for what happened to Cap, and the fact that she couldn't even help him afterwards. The man who saved her life, had to lose his own, that wasn't fair to her.

Logan, he and Cap have known each other for years, out of all the guys Logan's worked with, Cap is one of the very few he has the utmost respect for. Cap acts like a goody-two shoes at times sure, but he knows that Cap would always put others before himself, that's something he would never hate anyone for, especially not the leader of The Avengers.

Iron Man, he and Cap are like best friends. Sure they have their ups and downs, but their friendship always pulled through in the end. He and Cap have help lead the Avengers into many victories against their enemies, even against Gods such as Loki. Cap's always been by his side, he can't imagine the Avengers without him, let alone his life.

Chris Redfield, he doesn't know Cap personally, but he knows a lot about him. Despite the previous rivalry between the two worlds, there was always respect for The Avengers, especially Captain America. They respect a man who fights for the freedom of others. But now he's no longer around, and Chris can't help but feel guilty. It was his enemy that caused this, had he been more attentive and made sure to handle his enemy beforehand, Cap would still be around. Chris feels deep down he's main reason that a big symbol of hope is now gone, and worries what will become of the other world.

Peter, the once young hero that looked up to Captain America, the one who hoped that one day he could be as great of a hero that he is. Now look at Peter, Prince of Equestria, considered the greatest hero in Marvel Earth and Equestria, even gaining a load of respect from Capcom Earth. Yet Peter always felt that in some ways Cap was superior to him. Peter has been told by Cap time and again that Peter will grow up to be the best out of all the heroes, even Cap himself. But why doesn't Peter feel that way? Because he feels like he constantly lets others down, he'll never be able to be the hero Cap believes he will be. How can he be that hero when he constantly lets others down, including the very man who always seemed to believe in him.

The ponies gathered around to mourn Cap, not only did they lose a hero, they lost a symbol of hope and more importantly, a friend.

Peter knelt down, feeling the shame of letting a man he respected down. He had memories of others he failed to protect, others such as Uncle Ben, Gwen Stacy, Future Trixie, Adagio Dazzle and Princess Celestia. Cap is now part of that list, and Peter hates it. Cap deserved this the least, he should have done better to help him.

Twilight also mourned what happened to Cap, remembering when this happened to Princess Celestia. This was not easy for anypony here, Twilight feels some responsibility since Cap had rescued her prior.

Mayday also had memories of this happening to Princess Celestia, she could only imagine how his friends felt.

The Avengers gathered around, feeling the same of knowing they lost their leader. Stark was the most affected, but he knew he had to be strong. The team needed him now, he would fight for Cap's honor.

The Fantastic Four also felt the sting of Cap's fall, Johnny and Susan both remembering losing their parents.

Several within Capcom also felt the burden of what happened to Cap, with Ryu remembering how much he worried when he saw what Akuma did to his Master Gouken, how Chun Li felt after losing her father, how Dante felt when he lost his mother, Chris and Jill both remembering their fallen comrades of S.T.A.R.S., including Chris's best friend Forest Speyer, and the two that Jill felt she let down, Joseph Frost and Brad Vickers.

Spencer could remember the pain of losing his friends, and when his wife disappeared. Strider too mourned for Cap, but Mega Man felt the most empathy. Having recently lost his fellow Fighter Robot Zero, he has an idea of how The Avengers might feel. How he needs to avenge both Zero and Captain America.

Later in the day, the heroes and fighters had gathered together, ready to hear from Peter. Twilight, Luna, Cadance, Sunset Shimmer, Chun Li and Iron Man were all standing in the front of the room as Peter stood in the middle.

"We saved the Empire today, we were able to drive away our enemies and even bring a few other ponies to safety, including the Prince of this Empire, Shining Armor. But that came with a heavy cost, the loss of our leader, Captain America." Peter trotted around a bit, "Cap was one of my inspirations as a hero, I looked up to him and the rest of The Avengers, hoping to be as great as they are one day. Now I'm faced with the dreaded fact that he's no longer with us. He didn't have to come to this world to help us, but he did anyway, because that's the type of guy he is, a man that would do anything to help those in need." Peter stopped to face the crowd. "We must honor his sacrifice, as well as the sacrifice of others, and do everything we can. Now we must band together, the Heroes and the Fighters, the warriors among three worlds, and finish this fight, not just for Cap, but to save this world, I just hope all of you are ready."

Stark stepped forward, "Those who aren't fighting must stay here at all times, you've seen how ruthless our enemy is, they are after each and every one of you. We're going to make sure no other pony has to suffer because of these villains. Now of course we will have several heroes and fighters here as security, but until this is over, stay in one place and do not leave until instructed to."

Chun Li this time stepped forward. "All of you rest up now, tomorrow we leave the moment Twilight raises the sun. We will strike the enemy hard, we will avenge the likes of Captain America as well as my friend and ally Zero. We will take those villains down and protect these worlds."

"That's all for now, you may go about your business," Peter said. "And please don't leave this castle, I don't want to risk any more of you getting hurt."

"Though we suggest not staying too close to a place that's under repair," Twilight said, noting the fact that some holes were still around the castle.

The ponies went about their business, those who were hurt when to heal up, wanting to be ready for a fight tomorrow.

Peter took a deep breath, looking down in worry. Chun Li approached him, "You ok Peter?"

"Do you need to rest as well?" Twilight asked.

Before Peter could answer, Stark spoke up. "I think that's a good idea, you've been through a lot today, we all have."

"I'm fine, just worried. Cap was not just a leader and a hero, he was like that symbol of hope," Peter said.

"Cap may have been a symbol of hope, but he's not the only one," Chun Li reassured.

"That's right Peter, we still have you," Stark said.

"Me? But I let Cap down, I've let so many others down, I mess up too many times to be any type of hope," Peter said.

"Peter, you being perfect isn't what gives us hope, it's that you never give up," Sunset said.

"Exactly, you've been through so much, yet you never stop trying. As long as somepony needs you, you're always there," Twilight said.

"We're not asking for you to be perfect Peter, just that you keep trying. That's what Cap would want," Chun Li said.

"Steve's always believed in you, he wouldn't want you feeling like there's no hope," Stark said.

"Please Peter, don't lose sight of hope. The ponies need you more than ever, especially the heroes on your side," Luna said.

Peter took a breath, "You're right, I should get it together. I'll get Wesker for this, him and his allies."

"We're here for you Peter," Twilight said.

"You're a very talented kid, don't forget that," Stark said.

"We believe in you," Cadance said.

Peter was glad to have this support, but it didn't sway the worry he felt, he didn't know if he would be able to save the world.

Later during the night, Chris and Jill are both staring out the balcony, looking towards the stars in the distance. Something about the nighttime in Equestria seemed so beautiful, especially in an Empire like this. The moonlight skies did well for the crystals, the shining nicely on the rooftops.

"Damn it's beautiful huh?" Dante said, having just appeared. "So, you two on a date or something?"

Chris groaned and glared, "Real funny Dante, wait til you and Trish are alone together."

"We're just enjoying the view while it lasts, I mean considering several of our nights were spend either in zombie filled homes or cities, we'd like to appreciate the times the night skies are peaceful," Jill said.

"Hey I've spend nights fighting demons, I'm pretty sure I know how you two feel," Dante said. "Still, can you believe what happened with Captain America? That's quite a blow to the Marvel world," Dante said.

"Yeah, and we're to blame," Chris said.

Dante sighed, "Let me guess, Wesker is your enemy so you feel responsible."

"If I had stopped Wesker he never would have come to this world, and these ponies wouldn't have become endangered, Spider-Man would be fine and Captain America would still be alive," Chris said.

"Listen, don't start blaming yourself, keep in mind my brother's the one who knows the magic to get to this world, and after hearing what happened with some of the guards today, I feel just as guilty. I should have handled my brother, so we're all in this together," Dante said.

"Looking back we should have just let Peter help us when he needed us to, we were so stubborn and too proud to admit our mistakes and our own carelessness that we allowed worlds to be in terrible danger," Jill said.

"Hey!" they heard. Soon they saw Chun Li arrive with Strider and Spencer. "I'll be having none of this self-pity talk in my team."

"Oh, Chun Li," Chris said in some surprise.

"Look, what happened today was bad yes, but acting in self-pity won't help anyone. Peter is dealing with his own guilt over this, I don't need more of you feeling like it's the end," Chun Li said.

"Still, Wesker's even got that freaken robot on his team, he's unstoppable, much stronger than I imagined," Dante said.

"None of that talk either," Chun Li said.

"Yeah, strong as the enemy might be, we can't give up our will to fight. We keep going until the end," Spencer said.

"Exactly, all of you need to shape up. Tomorrow we're gonna help Peter save his world, even if have to sacrifice ourselves to do it," Chun Li said.

"I am ready to make that sacrifice," Strider said.

"Same here, we won't let what happened to Cap be for nothing," Chris said.

"Cap was a pretty cool dude, I have no problems doing what I can to avenge the Avenger," Dante said.

"That's what I like to hear from my team, we'll do this for Equestria, for Marvel, for Capcom, and for Peter," Chun Li said.

They all did a mini cheer with their hooves, though Dante was curious about something. "Wonder what Rock and Ryu are up to?"

"Rock's with Mayday, Ryu's off meditating. Right now it's time for us to begin resting, we end this tomorrow," Chun Li said.

Elsewhere Mayday is in her room, still working on her device as Franklin and the Cake Twins watch.

"I really like how well you make these things Mayday," Pound said with a blush on his face.

"Same, you're so smart and talented," Franklin said, with a blush of his own.

"Uh-huh, thanks," Mayday said, barely paying attention.

Pumpkin chuckled at the two boys, "Looks like if you're not technology, she doesn't care much." She noticed Mega Man come over with a drink in his hooves. "Speaking of which."

"Hey Mayday, I got you a drink, you looked kinda thirsty. Though maybe I'm mistaken, I am a robot so I don't need to drink but-"

Mayday interrupted when she grabbed the drink, "Thanks Rock, you're so sweet." She then kissed his head, getting a small blush from the robot.

"It was nothing really," Mega Man said.

Franklin and Pound Cake watched in disbelief, what would it take for them to get that type of attention from Mayday? Pumpkin just giggled. "Like I said, her type is technology."

Moments later Peter came into the room, "Alright, time for you all to get to bed. Mayday that includes you...wait what are you working on anyway?"

"Something that's gonna help you win," Mayday said, still adjusting it.

Peter sighed, "Kids, get to your rooms quickly, I need to ask my daughter some questions."

Mega Man gestured, "Come on, follow me, I'll get you to your parents."

With that he escorted them out the room as Peter sat by Mayday, "Ok kid, what's up?"

"Nothing really, I'm gonna make this thing, help you win, then we'll all live happily together. You, me, mom, my aunties and soon my uncles," Mayday said.

"Mayday, I hope you're not planning to fight, are you?" Peter asked.

Mayday shrugged, "Well...maybe not fight, just save this world in one swoop."

"Mayday you're not going out there and risking your life, has it not occurred to you that these villains are dangerous? I mean we don't even know where they are!" Peter said.

"Oh I have their coordinates right here," Mayday said, giving Peter a piece of paper.

Peter looked curious as he grabbed the paper, "Wait, how?"

"One of those funny looking robots gave this to me, after I beat him up," Mayday said.

"Wait, one of Tron's Servbots? What happened to it?" Mayday asked.

"Um, Scootaloo threw it out the castle, then a big lightning storm happened for some reason," Mayday said.

"Well so much for that little guy," Peter muttered, then turned to Mayday. "You're still not going out to fight them, I forbid it!"

"But daddy, I need to do this, who else is gonna keep you safe?" Mayday asked.

"Mayday, for the last time, I need to keep YOU safe. I don' care what happens to me, I care what happens to you or your mother! Please, I'm asking you to not endanger yourself," Peter said, almost begging.

"I don't get you daddy, you know if something happened to you, I don't know what I would do. I can't imagine my life without you, that's the worse thing to me. That's worse than dying!" Mayday said.

"I know Mayday, I'm sorry that I risk myself. Believe me I just want to be home and be your dad, you mean more to me than being a superhero. But I have a responsibility to protect this world," Peter said.

"What about me? Why do you still have this responsibility when you have me?" Mayday asked.

"It's because I have you that I feel strongly about my responsibility than ever. I want to make a world safe for you. I'm sorry if it means I have to risk my life, that I might have to die for that to happen, and I'm sorry if what I'm about to say upsets you but, it's worth losing my life to make sure you're safe and happy, because I love you that much Mayday," Peter said.

Mayday shut her eyes, somehow this made her feel a bit teary, despite her occasional dislike for the sappiness. "Daddy, you have no idea how much it means to me that you can still say you love me, even though I've been a lousy daughter."

"Huh? You're a great daughter, though I can only see you as a great daughter because you are my daughter, but I think I can say that you've earned the title of great daughter," Peter said.

"Really? You think I'm great, even though I endangered this whole world a year ago because I was stupid enough to listen to Discord," Mayday said.

"Hey don't fault yourself, Discord's really sneaky, I don't blame you one bit," Peter said.

"Please dad, I knew what i was doing, I got us caught when we went to Earth, I yelled at you over nothing when we got back home, dad I even stabbed you and caused you to release the Nightmare, and because of that Princess Celestia had to give her life to save us! I'm not a good daughter, so don't call me that," Mayday said.

Peter pouted, "You're still bothered about that...I hoped you wouldn't inherit my guilt complex." Peter sighed, "Mayday listen to me, you can't know how much I love you, despite everything you mean so much to me. You made a mistake, I'm not mad at you for that alright? Stop beating yourself up. I know how much you love me, I can see it in your eyes."

Mayday looked down, "I, I just need to prove that I love you."

"You have nothing to prove," Peter hugged her close. "Just keep being my daughter, that's all I want."

Mayday returned the hug. "I love you daddy, more than anything else in the world."

Peter placed her in bed, "Go to sleep now, alright?"

Mayday nodded and pulled the covers up, "Daddy, how is Mr. Stark? Is he still sad? Because of Captain America?"

Peter looked down in sadness, "We all are. But don't worry, we'll avenge him."

"And Zero? Mega Man's friend?" Mayday asked.

Peter nodded, "Zero too. Goodnight."

Peter left the room for his daughter to rest. He needed to talk a bit with his allies first, but as he was about to go, he noticed that Sonata, Vega and Shocker were there.

"Hey Peter, we were coming to get you, I see you helped Mayday fall asleep," Sonata said.

"Yeah, not without clearing her head first though," Peter said.

"I still can't believe you're a dad, seems like the other day you were this punk kid who kept messing with my plans," Shocker said.

"Things change, I'm no longer Spider-Man, I'm the Knight and Prince of Equestria, the representation of Order and the father of Mayday and Ben," Peter said.

"Your son's weird by the way," Vega said.

Peter glared, "How?"

"I overheard him say 'Goblin', what's up with that?" Vega asked.

"It...was his first word," Peter said glumly.

Vega stood for a moment, then started bursting out laughing. "Your son's first word was 'Goblin'? That's too much. I feel sorry for you Spider-Man."

Peter groaned, "For the record, I don't count that as his first word, but Twilight does, I have no idea why."

"Well she probably like Goblin, because of him, you became single, so she got to marry you," Shocker said.

"That's not funny!" Peter shouted.

"I'm not saying it's funny, I think your wife's kinda cruel to like that," Shocker said.

"Come on guys, that's enough. Ben's a good boy, so lets not make too much of it," Sonata said.

"I bet when that boy turns 16, he's gonna do something to endanger this world, or the multiverse for that matter," Vega said.

"Hey my son will not endanger the Multiverse! Take that back!" Peter shouted.

"Easy Parker, don't let him get you riled up, you have a big day tomorrow," Shocker said.

"Yeah, we're all gonna go challenge Wesker, Ultron and the others," Sonata said.

"Thanks, I'm sure I can count on you Sonata, and I think I can count on Shocker too," Peter said, then glared at Vega. "Don't mess this up."

"No promises," Vega said.

Peter glared, but Shocker turned his attention. "I'll keep him under control."

"Thanks, also I need to find somepony to keep an eye on my daughter, I love her but she can be really stubborn on some things," Peter said.

"She _is_ your daughter. Like father like daughter," Shocker joked.

"Still, I need somepony to watch her closely," Peter said, looking over worriedly.

"We can get Rumble to do that, he is her 'big brother'," Sonata teased.

"I really wish he would stop saying that," Peter said.

"Need me to claw his face again?" Vega asked.

"Don't even think about hurting anyone unless they're on Wesker's side," Peter said.

Vega shrugged, "Offer's still there."

Peter sighed, "Well I'm off to talk with my allies."

"Sure, don't wanna keep the girls waiting," Vega taunted.

Peter glared, "Iron Man's there too, so don't start with that crap again."

"Take a joke Parker, for a usually funny guy you can be quite sour," Vega said.

"Vega, enough please," Sonata nervously pleaded. "See you later Peter."

She led them away as Peter took a breath. "How do I end up in such weird situations?"

"Who knows Parker," Deadpool said, suddenly leaning against Peter. "You're just a the type of guy who attacts weirdness."

Peter's eyes twitched, then had a sly grin. "Hey, Deadpool, wanna see what I learned from Applejack?"

"Really? What is it!?" Deadpool asked.

Moments later, Deadpool is seen flying through the roof of the castle, on the way to the moon.

"I thought he was pretending to be Applejack, not Celestia," Deadpool said, flying away further.

Elsewhere Wesker is seen staring at the moon, side by side with Vergil and Juri.

"Tomorrow, we finish what we started. Equestria will fall, our new world is at hand," Wesker said.

"We will end those pathetic, inferior beings," Vergil said.

"And become worthy of worship, hehe, sounds fun," Juri said.

Tron also appeared on the roof, "We're also gonna avenge my sweet little Servbots, with my upgraded Ultron bots. Soon this world will fall to our power!" Tron shouted.

Ultron flew into the skies, "Then...our plan will be complete."

He landed on the roof watching over the area, the villains ready to take over the worlds.

The next morning, right after Twilight had raised the sun, hopefully not for the last time, the heroes set out. Shining Armor had recovered slightly, but not enough to go fight, he would stay behind with others such as Rumble, Scootaloo, Zecora, Applejack, Rarity, Reed and Susan, ready to protect the Empire.

Flash Sentry was still hurt, luckily Fluttershy and Pinkie Pie agreed to watch over him themselves.

Before leaving Peter had one final word with Rumble, "Please keep Mayday safe, do your best not to let her out of your sight and don't let her give you those puppy dogs eyes, I know you used to fall for them when she was younger."

"Hey I'm nineteen years old, the same age you were when you came to Equestria, I think I can be immune to cuteness," Rumble said.

Peter stared for a moment, "You think you're-" Peter started laughing a bit, "Oh wow, you think you're immune to cuteness? You?" Peter laughed a bit more. "Kid, you still have a lot to learn. You'll never be immune, ever. That man card you probably value? Yeah it's about to be completely useless, deal with it kid."

Rumble looked a little freaked out, "Peter, you're being kinda weird."

"Look, just watch over my kids, alright? Be their 'big brother' you still claim to be," Peter said.

"Sure, got it," Rumble said.

"Good, any questions?" Peter asked.

"Yeah, your son said the word 'Goblin', should I be concerned?" Rumble asked.

Peter looked really annoyed, then grew even more worried when he saw that Remy, Bobby and Chun Li overheard. "Ignore it."

"But is seems kinda weird, isn't The Green Goblin your enemy? Didn't he ruin your life? Isn't it weird that-" Rumble asked.

"Kid, be quiet before I take up Vega's offer," Peter said.

"What offer?" Rumble asked.

Peter got in his face with a sinister smile, "Oh, you don't want to know..."

Rumble backed away, Peter was acting weird this morning, weirder than usual. "Ok?"

Peter walked away as Chun Li looked to the X-Men a bit concerned. "Poor Peter, I hope Twilight teaches him not to say that word too much, he might think it's a good thing."

"Too late," Trixie said, walking by the group. "Twilight's proud of her son's first word."

Chun Li looked surprised at hearing that, "Wow...Twilight sounds like a terrible mother."

"I heard that!" Twilight shouted.

"Teach your son better manners then!" Chun Li shouted.

Remy groaned, "Don't piss her off."

"Even if this is kinda stupid, next you'll tell me that when Superman has a kid, his kid's first word will be 'Zod' or something," Bobby said.

Trixie approached Rumble and affectionately nuzzled him, "Please be safe for Trixie, and watch over my favorite foals ok?"

"Sure thing Trixie, anything for you," Rumble said.

"That's Trixie's little colt," Trixie said and kissed his head, getting a blush from Rumble.

"Were they always that weird?" Bobby asked.

Logan called out, "Enough dawdling, lets hurry up!"

Before Peter left, Stark approached him with Cap's shield. "Use it."

Peter shook his head, "That's Cap's shield, I can't wield it, I'm not worthy."

"This isn't Thor's Hammer," Stark said.

"Just as Sacred, at least to me," Peter said.

"You have to though, we need a leader, that's you," Stark said.

Peter's eyes widened, "Wait, you're asking me to be the leader? I'm hardly fit to lead The Avengers, let alone a team this big!"

"Cap always saw you as a Future Avengers leader, so have I for that fact. Please, take it, in a way, it's like Cap's still fighting with us, keep his honor alive with this," Stark said.

Peter looked reluctant, but eventually took the shield, placing it on his back similar to the way Cap does. "Alright, I'll do it."

Stark had a proud smile as Peter stepped forward, leading the charge against the enemies. Twilight walked by his side with Logan and Ryu not too far behind. Iron Man flew overhead with Johnny and The Wonderbolts flying right behind him.

Sweetie Belle watched from her location, feeling really worried. "Be safe, all of you."

The group marched through the snowy outskirts of The Crystal Empire, making their way closer to the coordinates Peter had. They were on a mission, they were gonna make Wesker regret the day he came to Equestria.

Peter was determined to Avenge Cap and help his world, with the Shield on his back, he felt ready for anything.

As Wesker waited near his base, Ultron flew over to him. "They're coming."

"Who?" Wesker asked.

"Spider-Man and his allies, they're on their way here," Ultron said.

Wesker looked surprised, "Didn't expect that...alright, time for the final phase." Wesker called into the base, "Tron! Get those robots ready! We're going into battle!" Wesker stared out into the distance. "Come and get me Spider-Man."

As the heroes marched, they saw something in the distance. Wesker was on his way over with an army of robots behind him, led by Ultron. Vergil was by his side, as well as Juri, both marching with the intent for a good fight. Tron also marched over, riding in her Gustaff.

Within moments the two sides faced off, Peter glaring on one side, Wesker on the other. Suddenly the skies darkened, the wind blew strong and ran began to fall on the battlefield.

"Hey, why is it raining?" Rainbow Dash asked.

Thunderlane flew down with a grin, "Pretty cool huh? I saw those clouds and I figured, why not make the moment a little more dramatic so I kicked a good chunk of them."

Peter rolled his eyes, "Moron."

Wesker removed his sunglasses, "Peter, so this time you've come to us."

"I'm here to end this Wesker, you won't win this time!" Peter said.

"Well this truly is humorous, you honestly think you can defeat me. Peter, I've planned this for years, I've taken your strengths and weaknesses into account, with each fight I grow stronger, thanks to the magic I've seen in Starlight's books. I am not about to lose to you!" Wesker shouted.

"Like you're the only one, dude Tirek did the same thing and lost, what makes you so different!?" Peter asked.

"Tirek doesn't compare to me, I have the perfect combination of magic and science on my side, plus sheer fighting prowess," Wesker said.

"Don't think that just because Tirek was this big monster that means we can't match his strength, we can be more than a challenge for you!" Vergil said.

Peter scoffed, "Yeah I doubt that, this is ending today, and you're the ones who are gonna get your asses kicked."

Ultron marched toward them, "Make jokes while you can Spider-Man, for today, you will face our judgement. You and your team, will be terminated." Ultron held his arms out as all the robots appeared behind him.

Peter grabbed the Shield from his back as he glared over at Ultron, "You know, there's something I've always wanted to say, and I can't think of a better opportunity than against someone like you." Peter held his shield out and shouted. "Avengers, Assemble!"

With that, the entire team rushed at Wesker's allies as Ultron's robots flew toward them, ready to fight.

Peter made the first strike, using Cap's shield to destroy a robot instantly as the other robots went to attack.

Johnny and The Wonderbolts flew around attacking the robots with quick punches and kicks, Johnny using his fire to take out a good few.

Chris, Dante and Spencer fired at the robots from a distance while Strider, Chun Li and Ryu attacked up close.

Twilight flew overhead, blasting several robots out of the sky, even making a huge barrier to blast them all back, then sent another blast to take out several on the ground.

Shocker and Sonata stood back to back, blasting several of them away as Vega flew around, using his claw to take several down with ease.

Black Cat quickly moved around to kick the robots while Thunderlane punched them out the sky and Electro sending his electric shockwaves to destroy a few. The three came together and did a triple kick to a whole group of them.

Mega Man blasted several with his Mega Buster from the ground as Iron Man blasted out of a sky. Hawkeye used his arrows to shoot some down as well, hitting the precise locations to destroy some of them.

As Peter webbed some robots against each other, he noticed something troubling. "Somehow they seem a bit more durable, this is gonna take a while, even with this many ponies."

"Of course Peter," Wesker said, approaching him with an evil look. "Tron upgraded these robots, they're much stronger than before."

Ultron appeared on the other side, "You're in for quite a challenge."

Peter stood ready to fight, either Wesker or Ultron, likely both. But before anything could happen, Stark had flown over and tackled into Ultron.

Wesker went to attack, but Peter webbed him and tossed him away. He rushed at Wesker with a quick fury of punches.

Tron sent several robots at The Wonderbolts, wanting to Avenge her Servbots, "You'll suffer for what you did to my sweet little Servbots! Prepare to taste my fury!"

Johnny and Rainbow Dash circled around her, kicking her at all opportunities and knocking her back. Spitfire also flew in and kicked her backwards, sliding across the ground.

Within moments, they along with Soarin and Fleetfoot flew around to create a small whirlwind to blow Tron back, Johnny firing at her from the sky with his fire.

Juri ran over, hoping to help Tron but her path was blocked by Sonata.

"Don't even think about it," Sonata said.

"Oh, you're cute, I hope you can give me a fun fight!" Juri said, throwing a few kicks at Sonata. As she blocked the attacks, Sonata did a sneaky sweep of her legs and then punched her down in the gut.

Before she could continue, Shocker had blasted her from behind. "Back away from her!"

Juri turned to Shocker, her eye glowing as she had a sinister smile, "What's wrong? Want a turn?" She rushed over and delivered a kick to his head, then another kick to knock him back. Before she could keep attacking, Vega appeared before her.

"Juri, you're still as beautiful as ever I see."

Juri chuckled a bit as she messed with her head, "Vega, kinda missed you, I like a guy who can charm and flatter me."

"Shall we dance, my beauty?" Vega asked.

"You lead," Juri said.

Before long the two got into combat, exchanging blows with each other at a quick pace, both using their speed to their advantage. Vega had managed to cut her shoulder a little, then licked the blood off his claw.

"How's it taste?" Juri asked a bit seductively.

Vega licked his lips, "Lovely..."

Sonata watched with a weird expression, "Ok, I knew he was kinda weird, but seeing it up close it kinda strange."

"Try dealing with that on a daily basis," Shocker said.

Vergil and Logan again clashed their blades, neither one backing down from their fight.

"You still haven't figured it out Logan, I am SUPERIOR to you!" Vergil shouted.

"Put a sock in it bub," Logan said, slashing Vergil in the face.

Vergil glared, "You're just jealous, I bet Fluttershy thinks of me when she's with you."

"Yer starting to piss me off," Logan warned.

"I'm still gonna make her my queen, I haven't forgotten. Whether she's willing or not doesn't matter. She's gonna bear my child," Vergil said.

"I warned ya," Logan said and ruthlessly attack Vergil. "BESERKER BARRAGE!" He did a quick flurry of claw slashes, knocking Vergil back.

Vergil recovered and managed to fend Logan off with a quick slash, but before he could attack more, Twilight showed up and blasted him back.

"Don't think I forgot what you did to my brother!" Twilight shouted and blasted him again.

Wesker continued to fend off Peter, even knocking him back and delivering a quick furious combo of punches and ended with one that knocked him yards away.

"These worlds will be mine Peter, why delay the inevitable? Are you that self-righteous in your goals?" Wesker asked.

Peter stood up, "It's not self-righteousness, it's showing that like my uncle said, With Great Power comes Great Responsibility. I have a responsibility to protect others from the likes of you, and I will not fail them!" Peter rushed in and punched Wesker hard in the gut. "CRAWLER ASSAULT!" Peter then started doing a combination of punches and ended with a jumping back kick.

Ultron blocked several punches from Stark but one good blast to his face allowed Stark to unleash a fury of blows on Ultron, then blasted him into the ground and started zapping him with his lasers.

"I won't stop until you're done and over with!" Stark shouted and then flew down for one final punch to Ultron, creating a crater where the robot is.

Stark flew to the edge of the crater, glaring at the robot as he stood up.

"Why must you be so stubborn Stark?" Ultron then rushed over and kicked Stark back. "Don't you know you have no chance of winning?"

Stark panted a bit, glaring at Ultron, "An Avenger never gives up, Cap would kick my ass if I did."

Stark fired another beam at Ultron, knocking him further back as he brought out a huge device, "Take this, PROTON CANNON!"

He blasted Ultron back with his machine, sending the Android pretty far off. Stark checked his suit to make sure he still had plenty of power. Unfortunately Ultron had recovered and flew into the skies.

"You mortals have no chance of winning!" He started raining down several lasers and explosives, covering the area with destruction. Several heroes were taken off guard and got knocked around, but a lot kept their composure.

"Don't let him win!" Johnny shouted.

All of them went to attack Ultron, each were being knocked away with little to no issues. He punched down Johnny, kicked back Spencer, elbowed Rainbow Dash, kneed Strider, did another kick to Spitfire, elbowed down Remy, kicked away Bobby and punched down Electro.

Ryu, Chris and Dante fired a Hadouken, Grenade Launcher and a Demonic Gun respectively, hoping to bring down the robot. Ultron proved to be much stronger as he blasted them all back.

Peter and Logan broke away from their opponent just to attack Ultron but he flew in and took them both down with both knees to each gut and then whacked them down. He then flew over and punched Twilight down to the ground below.

"Excellent, he seems to be doing a good job. Soon they'll all be dealt with, but I do hope he leaves Chris, Jill and Peter to me," Wesker said.

"Same here, only with Dante, Logan and Twilight," Vergil said.

Sonata tried blasting Ultron with her mouth beam, but he grew angry and flew over to kick her to the ground.

"How weak, and you were part of The Sinister Six? That Tirek was fool," Ultron marched off but Sonata attacked him again.

"I may be weak, but I'll never give up, I learned from Peter that you always have to try, no matter how hard it is!" Sonata said.

"Brave, I'll give you that. But in the end," he kicked her again and aimed his laser. "You're still just a mortal."

Vega noticed from nearby, "No, Sonata!"

As Ultron fired, Vega flew in and knocked her out the way and took the beam himself right through the chest.

"Vega!" Sonata shouted.

Shocker looked on in surprise, "Oh no!"

Vega fell to the ground, feeling the hold through him as he spat some blood. "Damn...that hurt..."

Sonata rushed to him, tears in her eyes, "No Vega please, I already had one friend sacrifice herself for me, I don't need to lose another friend like that."

Vega groaned, "It's fine, it's just...a small wound." Vega knew it was worse but he didn't want Sonata to worry.

Ultron marched menacingly towards them, "I commend you on your bravery Vega, but that was still a foolish choice to make."

Before he got closer, Peter jumped in front of him and punched him away. "Back off!"

As Ultron stumbled back, he saw Peter checking on Vega.

"Gotta admit, I didn't think you cared that much for her," Peter said.

"What can I say, I love beautiful mares. Someone like you can relate, can't you?" Vega said.

Peter groaned, "You're something else...still thanks though. I know you don't like me, and truthfully I still can't stand you very much, but at least you saved someone I cared about. I can appreciate someone doing good for others, even if it's you."

"Yeah well I didn't do this for you, if it were your wife I guarantee you I would have let her get hit, so don't start thinking I want to be your friend. I just did this because I love Sonata, I didn't want her to get hurt," Vega said.

"Makes sense to me, just rest up, you're done fighting," Peter said.

Sonata tended to him, "Don't worry, I'll help you Vega."

Vega chuckled a bit, "Yeah, don't get your hopes up. Just promise me, if I don't make it, please don't revive me, I don't want to come back again."

Peter looked to Vega with some sympathy. Despite what Vega once did, he still saved a pony he considered family, even if it was for selfish reasons. At least Vega has some good in him, perhaps Sonata could nurture it, while she has the chance.

"Yeah, but hopefully that won't happen," Peter said.

Vega glared, "I know you're just saying that for Sonata, I know you wish the worse for me, I don't blame you. I did hurt your daughter, looking back at it...it was unforgivable, I feel some shame for stooping that low. That's all though."

"I'd like more, but I'll at least take this much since it's my daughter, seriously stop talking and rest, you're gonna make your injury worse," Peter said, then looked to Ultron. "I have something to finish up."

Peter walked off with Vega still hurting and Sonata tending to him.

Shocker approached Peter quickly, "Be honest, how does he look?"

Peter looked down with shame, "Not too good, best stay near him while you can."

Shocker shut his eyes in pain, "Damn...He's an annoying bastard, but he's still a friend. I may have been a villain, but I do know loyalty."

"That loyalty will redeem you Shocker, for now just check on him. I can't promise he'll make it, but who knows. I gotta keep fighting," Peter said.

Shocker nodded as he went to check on Vega.

Ultron and his allies again stood together, Peter stood with his friends.

"We're not done yet, let's keep going," Peter said.

Ryu tightened his headband, "After all, this was just a warm up."

Wesker crossed his forelegs, "No more games..."

With one final pre-fight stance, all of them charged at each other again.

Meanwhile back in the castle, Rumble is seen looking for Mayday. "Hey! Mayday! Where are you!? I thought we could do some stuff together, like we did before!" He knocked on the door to her room, "Mayday?" Upon opening it he saw it was empty, a note on the bed, "What the?"

Rumble picked up the note and started reading it. Afterwards he dropped it, his face showing complete disbelief. "You gotta be kidding me...MAYDAY!"

Off in the distance, the young filly is seen flying far from The Crystal Empire with her project in hoof. She's got one plan she hopes to use and save everypony.


	13. Final Battle Part II

The heroes and the villains continued to fight hard, neither side willing to back down from each other.

Wesker and Peter exchanged blows and punches, Peter getting Wesker in the stomach, Wesker getting Peter in the jaw, Peter kicking Wesker in the head, Wesker kneeing Peter in the sides, it ended with both of them punching each other at the same time, knocking each other back.

Both of them got into a stance, then rushed again, this time Wesker dodging to the side and kicking Peter down. He punched down at Peter, but the hero grabbed Cap's shield from his back and used it to block the punch.

Wesker again tried to attack but Peter rolled to the side and whacked Wesker in the face with the shield, then webbed him to toss him aside.

Wesker started to snarl, "You can't keep this up forever Peter."

"I'll go as long as it takes," Peter said, standing in position. A moment later, Chris and Jill stood beside him, both ready to take on Wesker.

"We've waited a long time for this Wesker," Chris said.

"You're about to get what's coming to you," Jill said.

Wesker got back in stance, smiling sinisterly. "Perfect, just the three I wanted to finally put an end to."

Vergil and Logan went at each other, attacking viscously as Vergil's sword collided against Logan's claws.

"Give it up, my Alicorn Amulet only increases my power!" Vergil said.

"As well as yer annoyance!" Logan shouted, getting Vergil in the chest with a claw swipe.

"Ah! Damn you Wolverine!" Vergil said, then swiped again.

Dante arrived and attacked with his sword, which Vergil quickly blocked.

Dante swung his sword, attempting to take down his brother as Logan rushed in, attacking with his claws. Vergil quickly blocked both of them but Twilight found an opening to blast Vergil across the field.

She rushed to attack again, charging up her magic, but Vergil jumped over her head and sent a light sword through her hind leg, effectively piercing through it.

Twilight cringed in pain, slowing her movements, allowing Vergil to get in closer. Right before he attacked, Dante had gotten in front of Twilight and blocked the sword strike from his brother.

"Never thought I'd see you trying to save a pony," Vergil said.

"What can I say, kinda starting to like them," Dante said with a smirk, parrying the sword and punching Vergil away.

Logan rushed to her, "How's the leg?"

"It's fine," Twilight said, shaking it off. "I'm not done fighting."

Vergil looked impressed, "Strong for a Pony Princess, let's continue this then."

Elsewhere the Ultron bots were still attacking the heroes around. Strider took down several with his quick sword strikes while Spencer actually grappled on some and flew around in the air, firing his Hiker gun at the robots in the air.

"Chew on this!" Spencer said, swinging around from robot to robot as he shot them.

"Huh, that guy's having fun," Ant Man said, then saw more robots approach. "But so am I."

He constantly shrunk down to punch the robots, shrinking back up to confuse them then shrinking again, continuing this very often.

Chrysalis sent her Changelings to attack, each of them blasting the robots with their magic. "Take them down quickly my children!"

Ember and Spike double teamed many of the robots, both using their weapon skills and fire to their advantage.

"I'm amazed at how many of this guy there is," Spike said.

"Same here, how does he have time to make so many of himself?" Ember asked.

Lightning flew around with Laura on her back, taking down all robots in sight when they saw The Wonderbolts fighting a bunch of them. But they also saw on the ground below that Tron would constantly fire at the Wonderbolts while standing on top of her Gustaff, and any one that got too close would be whacked away.

"I'm not gonna rest until I destroy each and every one of you Wonderbolts!" Tron angrily shouted.

"Wow she's pissed, she's also a little more aggressive than I expected," Laura said.

"She's always been a bit confident, but yeah I've never seen her this mad," Lightning said.

Tron kept firing, though started to grumble. "Really wish I had the Gesellschaft with me, my Gustaff can only help me so much."

Rainbow Dash kicked down, but Tron put up her shield and grabbed Rainbow Dash. "You're really getting on my nerves!" She started slamming her around and then tossed her into several Wonderbolts, including Soarin and Fleetfoot.

Tron aimed her weapon and fired at Johnny, causing him to swerve mid-air and sent a flame blast down on Tron, which she flew up on her machine to avoid and punched him out the sky.

She used her communicator to bring in more Ultron robots to attack The Wonderbolts specifically, "Lets see you try to destroy these robots!"

As the fight continued, Lightning turned to Laura, "Should we go help them?"

"I think they've got this, besides I see Hawkeye making his way over," Laura said, gesturing to the Archer of The Avengers flying over and firing his arrows. Laura pointed elsewhere with her claws, "Besides, I wanna try fighting that chick."

Lightning looked over and saw that Laura was gesturing to Juri, who was fighting off Felicia.

"Come on, can't you fight better than that?" Juri asked, doing her speedy kicks to Felicia.

Felicia did her best to keep up with Juri's speed, but she proved to be tougher than expected. "You're tough, and fast, I can see why Wesker recruited you."

Juri kicked her away and got into her fighting stance, "Glad you noticed." Electro came to attack, but Juri managed to block his attacks, and also blocked Thunderlane's attempt at a surprise attack.

"Come on now, I know you can do better than that," Juri taunted.

Thunderlane groaned, "This chick's pretty good."

Juri went to attack again, but Laura had jumped down from Lightning's back, attempting to kick Juri on the way down. Luckily she had dodged the attack from the Weapon X clone at the last second, then went for a surprise kick, which was quickly blocked, both mares then jumping apart from each other.

"You should be fun," Juri said, getting into a stance, "Give me a good fight."

"Gladly," Laura said, rushing over to attack with her claws. Juri was able to dodge most of the attacks, but took one swipe to her cheek, cutting Juri a bit.

"Wow, you're quick," Juri said, wiping the cut. "But I'm quicker." With that Juri rushed over with several quick kicks, speed Laura had a hard time blocking for the most part.

"Damn she's fast, kinda like the challenge though," Laura said, knocking Juri's kick away and doing a kick to her face.

Nearby Lightning Dust had gone to check on Vega, who was still being tended to by Sonata. "Oh no, how is he?"

"He's hurt pretty badly," Sonata said. "I hope this ends soo so we can go get him checked out somewhere."

"Ladies, don't worry too much about me, I just want the two of you at the very least to make it out of this unharmed," Vega said.

Lightning looked over to the fight between Laura and Juri, then over to the other fights nearby. "That might not be so easy."

"We'll make it, Peter will keep us safe, they all will," Sonata reassured.

"I shouldn't have reason to doubt that, Peter saved the world big time against Tirek last year, I don't doubt that he can do it again," Lightning said.

Sonata nodded, looking to the other fights.

Ultron continued to zap all the heroes and fighters that approached him, firing from his wrists, chest and his mouth, even shooting out extra beam from his body, zapping all those who come near him.

"He has a lot of power," Strider said, dodging each blast.

"Seriously, just what the hell do we do against that type of strength?" Deadpool asked while shooting at him.

"Give me a moment to make a plan," Stark said, blasting him with his lasers.

Remy groaned as he twirled his staff, "How can one robot be so much trouble?"

"This being truly is dangerous," Chrysalis said, taking a step back while trying to charge her magic.

Ember was suddenly knocked back by Ultron, "What a pain."

Wasp flew in to zap the Android, but she got whacked back pretty hard. Luckily Spike was able to run in and catch her before she hit the ground. "Janet?"

Wasp shook it off as she looked up at Spike, "I'm fine."

"How is he so strong?" Spike asked.

"A lot of work was put into him, he was supposed to protect our world, obviously that's not happening here," Wasp said.

Spike looked worriedly at Ultron, knowing that the robot probably still had a lot more fight. "There's gotta be a way to stop him."

"A hopeless gesture," Ultron said. "I am superior to you mortal beings in every way."

Sunset Shimmer and Ryu approached him, standing side-by-side.

"We'll see about that," Shimmer said.

Ryu got into a fighting position, "Even you must have your limits."

"With how weak you all are, I doubt they will be reached, your efforts will ultimately mean nothing," Ultron said.

Sunset then blasted Ultron with her magic, though the robot rebounded and flew to attack her, but Ryu had gone in and kicked him in the face, then immediately started throwing a quick flurry of punches to his chest and then blasting him back. "HADOUKEN!"

Ultron stumbled, but quickly rushed in to knee Ryu in the face and then toss him away before firing a laser at Shimmer. Luckily she dodged the laser, but couldn't dodge his punch.

Stark flew to attack again, but Ultron blocked a beam attack and fired a beam of his own from his chest to knock Stark back.

Strider groaned a bit hopelessly, "That power is hard to match...but I cannot give in!"

Strider rushed in to attack with his sword, Ultron blocking each strike and then kicking Strider back and flying over to punch him into the ground.

"Fools, they know not the potential of my power!" Ultron shouted, floating into the air, looking for more places to direct his robots. "Before this day ends, I will ensure the destruction of this world."

Peter noticed Ultron from where he was, "Damn, he's becoming a real problem."

While he was distracted, Wesker rushed over to punch him across the fields. "Stay focused on me Peter!"

Chris took this moment to punch Wesker a bunch of times, "You should be focusing on me!"

Wesker eventually grabbed a punch and tossed Chris, but Jill flew in with a bunch of kicks to his face.

Peter shook off the sucker punch and looked again at Ultron. "He's gonna be the biggest problem of them all." He also noticed the other heroes fighting the robots, noting the signs of exhaustion.

Wesker was fending off attacks from both Chris and Jill, quickly blocking the blows from his former apprentices. Peter focused back on Wesker and saw an opening to attack. He rushed over and punched him across a distance.

"We gotta end this soon! The more this goes on, the least likely we might win!" Peter said.

"You mean Wesker's strength?" Chris asked.

"That and some of our allies are getting tired, keep in mind Ultron's a robot, he doesn't get tired," Peter reminded.

"Damn, good point," Jill said.

Wesker trotted angrily towards them, "He's the least of your concerns! As long as I'm still moving, I will ensure your destruction!'

Peter got into a stance, "What caused him to be like this?"

"Got me, to think I once respected him as my teacher," Chris said.

"But in the end, he was just another fool from Umbrella," Jill said.

With that all three went to attack again.

Nearby Mayday was flying over on a newly build Spider Glider with her invention, a newly upgraded version of the Twilight Arms. "Hopefully these should be strong enough to help my daddy against even that Ultron guy."

Back at the fights, Tron is still firing her gun at all the Pegasi and Spencer, hoping to knock one of them out of the sky.

"Bunch of pests, I will take you down!" Tron kept firing, eventually getting Soarin right in the shoulder, causing him to fall.

"No! Soarin!" Fleetfoot shouted and went to help him, but unfortunately this left her open for Tron to zap her as well, taking her down.

"Ha! Foolish ponies!" Tron shouted.

Several Wonderbolts flew at her, hoping to take her down, but she shot fire from her Gustaff, causing them to stop in their tracks as she lifted up a rock from the ground below and tossed it at them through the fire, knocking several of them away.

Spencer rushed over and latched onto her suit and pulled in for a kick to knock it back. "Ha! No different than Bio-Mechs!"

Tron regained her balance and used her thrusters to rush in and punch Spencer across the field, "My suit's much stronger than those Mechs!"

As she went in to attack again, Rainbow Dash had flown over to punch Tron, nearly knocking her out the suit. As Rainbow tried to punch again, Tron blocked and delivered a punch of her own, then a head-butt to Rainbow's forehead before shoving her off the suit. "I really hate you ponies, especially you Wonderbolts." She aimed a gun down at Rainbow Dash, "I'll finish you off first."

"No! Dash!" Johnny said, flying in to attack, but Tron jumped aside and punched Johnny across. She went to attack again, but Rainbow Dash had rammed her suit, causing it to knock her forward.

Rainbow Dash moved back a little and moved forward again, flying faster to hit the suit again, causing Tron to fly out and hit the ground hard.

Johnny flew over to the suit and fired a strong blast at it, causing a lot of damage, "There, she won't be using that again."

Tron rubbed her head and noticed her machine, "Oh no! My Gustaff!" She quickly trotted to it in an attempt to repair it, "Damn, gotta fix this, fast!"

Johnny looked a little concerned for the scientist, "Hey! What are you doing!? That suit's gonna blow!"

"I can fix this, once I'm done I'll destroy these ponies for what they did to my Servbots!" Tron shouted, desperately but failing to fix her damaged suit.

"Hey! Get out of there!" Rainbow Dash shouted. "It's dangerous!"

"The only thing dangerous is my anger towards you!" Tron said, oblivious to the impending destruction of the suit.

Johnny looked a little concerned and yelled to Rainbow Dash, "Get her out of that, quick!"

Rainbow nodded and flew to grab Tron, but the Gustaff had exploded right before Rainbow Dash reached Tron, knocking the Pegasus back. Johnny flew over to shield her from the explosion, looking back in shame.

The other Wonderbolts had gone to the location of the explosion, seeing nothing but the remains of the Gustaff.

"Damn...couldn't save her," Johnny lamented.

Rainbow Dash felt a bit guilty. Sure she was their enemy but she still felt sorry for her.

Spitfire groaned, "Unfortunate, but we have a job to do. That's one less thing to worry about, lets stop the other robots."

The Wonderbolts flew off, Johnny taking one last look at the remains of the machine, knowing that Tron was no more. He flew off to continue his job.

Nearby Juri and Laura were still going at it, Juri looking really pleased. "You're tough, I like a girl who's tough."

Laura dodged a kick and then elbowed Juri away. "You're not bad of a fight either."

Juri trotted closer, then started to crawl around a bit, shifting about, "Maybe Wesker will let me keep you, I'd love a little pet for myself, I hope your human self has just as great of a body you have now."

"Oh you like what you see?" Laura asked in a sly tone. "I'm flattered, but I'm not looking for any more girls right now."

Juri rushed over and threw a punch at Laura, which she quickly blocked and it allowed Laura a chance at a kick, which Juri blocked.

"Shame, if you're this quick and flexible here, imagine what else you can do," Juri said a bit seductively.

"Hey if you can beat me, I'll gladly let you see for yourself, but unfortunately for you, I won't be losing," Laura said and back hoofed Juri.

Thunderlane was watching from nearby, feeling a bit odd. "That's...actually kinda hot."

Felicia rolled her eyes as she fought away a robot. "Focus Thunder, we have some robots to defeat."

Thunderlane nodded and kicked away some more robots.

As Laura continued to fight, Juri managed to sweep her legs, taking her down and allowing Juri to stomp on her chest smiling down as her eye glowed. "Glad you were able to put up a better fight than I hoped for." Laura attempted to move away but Juri lifted her hind leg up and stomped down with the other. "Sorry, won't work."

Juri charged up the energy in her foot and then stomped down hard, causing Laura to yell out in pain.

Lightning turned her attention from Vega to Juri, "Oh no! Laura!" She went to help but some Ultron robots blocked her. "Move it!"

As she fought, Juri continued to stomp down on Laura.

"So little girl, are you ready to give up?" Juri asked.

Before Laura could respond, Lightning had rammed Juri off of Laura. "Hey! Back away from my mare!"

Juri glared at Lightning Dust, "Someone needs to learn how to share." She rushed over and punched Lightning in the gut and then kicked under her chin. She picked her up with a glare, "I hope that's not all you have."

"Dust!" Laura shouted, attempting to stab Juri with her claws, but the villainous fighter moved out the way, causing Laura to nearly stab Lightning. "Whoa!"

"Ah!" Lightning shouted, the claws inches from her body.

"Sorry Dust," Laura said, then wads suddenly kicked by Juri, knocking her into Lightning Dust and causing Lightning to fall backwards while Laura fell on top of her.

Juri grinned, "Aw, how cute, you do care for each other, quite a bit I see." Juri walked over with some Ultron bots appearing beside her, "Ready to give up now? Do so and I'll at least let your little girlfriend live."

The robots were suddenly destroyed, causing Juri to turn over to whoever attacked them. Suddenly she found herself dodging a blast. She glared over and saw Shocker standing there.

"Get away from those girls," Shocker warned.

Juri scoffed, "You're ordering me around? Is this a freaken joke?" Shocker sent some blasts at Juri, causing her to dodge almost easily, to which Juri ran over and kicked Shocker under his chin. "How weak."

Shocker got up and tried to punch Juri, but she easily side-stepped and kicked Shocker aside. "Not very strong are you?"

Shocker glared and kept firing his Gauntlet blasts until Juri rushed over to kick his face again, knocking him down. She then stomped down hard on one foreleg, crushing the Gauntlet and really hurting Shocker.

"Ow! Dammit!" Shocker shouted, checking his wrists. "Not again!"

"How weak, don't ever waste my time again," Juri said, preparing to stomp down again, but this time she was hit by a super-sonic blast, causing her to fall over.

Juri glared at whomever blasted her, seeing Sonata standing there angrily. "Don't ever hurt my friends!"

Juri got up, "The weakest member of The Sinister Six is giving me orders? I don't think so." Juri rushed over to attack, but Sonata quickly blocked. "What the?"

"Don't call me weak!" Sonata shouted, her voice creating sound waves that knocked Juri back.

"Whoa, stronger than I thought," Juri said looking up. Suddenly Sonata wasn't there. "Hey, where did she-"

Sonata had appeared behind her. "Right here." Juri turned around and found herself punched by Sonata, the young Siren giving it to the mare before her and then knocking her a distance back.

Juri angrily stood up, "That's it, I'm gonna send you to see your Siren friends!" Juri rushed to attack, but Sonata moved aside and kicked Juri in the head. As Juri stood up, Sonata had kicked her again, then started zipping around and attacking her at such ferocity before knocking her aside.

"Don't ever mention Aria or Adagio again," Sonata warned, then trotted over to an impressed Shocker.

"Where did all that come from? Damn that was something," Shocker said.

Sonata blushed, "I get like that when my friends are in danger."

"Wow, the Magic of Friendship must be really-oh crap behind you!"

Shocker moved Sonata out the way and took a punch to the jaw from an angry Juri.

"I'll take you out first!" Juri shouted, attempting to attack Shocker. Right before anything could happen, Sonata rushed in front of her, eyes bulging in anger.

"Don't hurt my FRIENDS!" Sonata screamed the last part out, creating a beam strong enough to send Juri back.

"What's going on!?" Juri shouted as she was being blown back. "What the hell is happening!?"

Sonata screamed much louder and this time it was strong enough to create a strong beam that completely overwhelmed Juri and went across the land. When Sonata stopped she saw that nothing was left, where Juri once was had been replaced by a damaged ground.

"Did I...do that?" Sonata asked in surprise.

Shocker panted in amazement, "I'll never piss you off."

Sonata blushed a little, even more so when she saw the shocked faces of Lightning and Laura.

"Hate to be on her bad side," Lightning said.

"No kidding, still not as freaky as an angry Fluttershy," Laura said.

"Oh definitely not," Lightning agreed.

Ultron continued to fend off attacks, blocking blasts from Iron Man, punches from Ryu, kicks from Chun Li, magic blasts from Trixie, even exploding cards from Gambit.

"These pests are persistent," Ultron said, firing around at everypony.

Ant Man looked around at all the robots, trying to figure things out when an idea popped into his head. "Aw, why didn't I think of this before?"

Wasp continued zapping at Ultron as Spike attacked with this sword. Suddenly the Breezie hero saw Ant Man flying towards them. "Scott looks like he has a plan."

Within moments Scott had then activated a switch that caused him not to shrink, but to grow, within moments he was ten times the size of everypony around, taking up most of the field.

"Holy shit!" Dante shouted upon noticing that.

"Wait, he can grow too!?" Chris shouted in disbelief.

Wesker and Vergil were both surprised to see this. They've seen giant creatures before, but they had no idea that one hero had the power to grow.

Ultron wasn't too surprised however, knowing that his creator had something similar.

"Ha! I'm Giant Man now! Or rather, Giant Stallion!" Scott shouted, using his new size to whack down any robot that came near him.

"Damn, this is trouble," Vergil said.

Ultron growled and flew at Scott, but he was whacked back down instantly. "Ha! Who's the tough guy now Ultron! It sure ain't you!" He extended his wings, "I am the God now!"

"Take it down a notch Lang!" Wasp warned.

Logan groaned, "Of course he'd act like this."

Wesker grabbed his radio, "Tron, answer, see if you know a way to take down this giant..." Wesker got no response, "Tron!"

"Too late Wesker!" Johnny said, flying over. "Her little robot suit exploded, with her still inside."

"What!?" Wesker said in disbelief. "Impossible!"

Vergil overheard and flew up and saw the remains of the Gustaff in the distance, "No..."

Wesker quickly called for Juri, "Get here quickly Juri! There isn't much time!" He got no answer, just some static. "Juri! Answer me!"

Vergil looked around, he saw no sign of Juri, but did see where a large blast might have taken place, "Did they...is she gone too!?"

Shocker trotted over to Wesker, "Hey, if you're looking for your pet fighter, she's been taken care of."

Wesker looked a little concerned, his fighters were being defeated one by one.

"Don't even try calling for Bison, Ryu and Sunset Shimmer took care of him as well," Chris said.

Wesker snarled, "Damn you." He shrugged it off, "Doesn't matter, I'll just have to replace them, but you will suffer for causing me more trouble than you're worth!"

Ultron continued to fly around Scott, as he used his size to his advantage, whacking Ultron and occasionally whacking away some robots.

"It's over Ultron, you're not gonna win!" Scott said, punching the robot yards back.

Utron shook it off, thinking over his next plan. "I can't believe this moron managed to use the suit to...wait, that's it!"

Ultron quickly flew over and fired a chest beam at the sides of the helmet, causing some damage to it.

"Hey! Don't hit that!" Scott shouted.

"Found your weakeness," Ultron said, firing the beam again, damaging the helmet more. As he fired, the suit began to malfunction. Not wanting to risk any damage to his body, Scott shrank himself and quicly removed the helmet from his head before it burst in a mini explosion.

"Aw man," Scott said, looking at the helmet. "That's gonna take a while to fix."

A moment later, Ultron had landed down hard on Scott's back, taking the air out of The Avenger and then fired a strong beam towards Sunset Shimmer, knocking her back.

"No!" Ryu shouted, running to check on Sunset. She was hurt, but not too badly at least.

Ultron made his way over, but that's when Mega Man rushed over with another attack, "HARD KNUCKLE!"

Mega Man hit Ultron in the head when he fired his hoof at his face. Mega Man continued to attack with Mega Busters, but Ultron had flown in to punch Mega Man, knocking him back a little.

As Ultron marched toward him, whacking away Remy and Bobby in the process, Mega Man quickly placed his hooves into the ground. As Ultron got closer, Mega Man shouted another attack. "FLAME BLAST!"

Ultron was taken by surprise when a blast from the ground caused him to stumble backwards.

Meanwhile Ryu was checking on Shimmer, then glared at Ultron slightly, "How dare you hurt my Sunset!" With that Ryu channeled more of his Hadou as he rushed over to punch Ultron hard in the gut, then started throwing fiercely strong punches at the robot, overpowering him a bit.

"Take this!" Ryu rushed over, hitting Ultron with some side attacks before hitting a very strong uppercut, "SHIN SHORYUKEN!"

Stark flew in with a chance to end this, "TAKE THIS! IRON AVENGER!" He fired a strong beam from his suit.

While this was happening, Rainbow Dash saw this as her chance to also take Ultron down. "It's over you big ugly robot!" She increased the speed of her flight a she got closer. "Here it goes, SONIC RAINBOOM!"

With that, Rainbow Dash had hit her ultimate technique, the results of the Sonic Rainboom slamming Ultron right into the ground, taking him out of the fight.

Rainbow Dash panted and wiped her head, "Whew, that was something."

Peter chuckled where he was, "Now even Rainbow Dash has joined the name shouting thing."

Wesker couldn't believe this, now Ultron's fallen too.

"This can't be! Dammit!" He turned to Vergil, "Quick, give me some extra power! I'll destroy them myself!"

"It might be risky," Vergil warned.

"I really don't care, give me some power!" Wesker shouted.

Vergil shrugged and gave Wesker a boost in power. This boost would increase his speed and strength, "Excellent!"

Wesker rushed over and punched Peter back, then double punched both Chris and Jill. He zipped over and kicked Johnny back, then went for Strider and Deadpool.

Chun Li managed to run over and kick Wesker in the face, though it barely did much. Before Wesker could attack her, Trixie blasted him from behind. While the attack did little, it did give an opening for Stark to fly in with a strong punch to Wesker's face.

"This is for Steve!" He punched again and started hitting Wesker a bunch of times with piston like strikes. He then fired a huge beam from his hands right in Wesker's face, knocking him away.

Vergil looked angered, he called out to the remaining robots, "Hey! Destroy them now! Don't let either one of them escape with their lives!"

Suddenly an arrow hit his shoulder, enraging Vergil.

"You're such a whiner, you know that?" Hawkeye said and fired again.

Vergil deflected the arrows and sent a light sword through Hawkeye's shoulder, "Foolish mortal."

Suddenly Laura had appeared from seemingly nowhere and slashed Vergil in the face, then kicked him with her claw hind leg. "That's for trying to flirt with Fluttershy!"

Vergil then slashed Laura across the chest and sent his sword through her. "You're just as irritating as your father."

"Hey daddy's boy!" Deadpool shouted, running at him with his swords. "Take this!" Deadpool jumped up and slammed down but Vergil dodged out the way and kicked Deadpool back.

"Irritating creature!" Vergil slashed at Deadpool a bunch of times and then whacked him back. "I grow tired of you mortals!"

Peter ran over and started punching Vergil a bit, knocking him into the air and jumping after him to grab his hind hoof and slam him down. Vergil stood up and tried to attack Peter, but he used Cap's shield to block.

"Even in death, you still need Captain America to save you Spider-Man!" Vergil shouted.

Vergil tried to attack more but Peter managed to block and whack Vergil in the face with the shield.

Peter went to attack again but he had to fend away some of the robots. This allowed Vergil a chance to attack, but now Shocker had taken the moment to blast Vergil from behind.

"I'm not done with you either!" Shocker shouted.

Vergil sent a light blade and got Shocker in the shoulder, allowing Vergil rush over and slash him down, leaving Shocker fairly injured.

"I'll deal with you later," Vergil said, then focused again on Peter, who was still fending off the robots.

Vergil rushed over to attack but Hawkeye had jumped in front of him, attempting to shoot him with an arrow.

"Take this!" Hawkeye fired but Vergil side-stepped, the arrow hitting a nearby robot, causing it to explode.

Vergil took this moment send his sword right through Hawkeye, then pulled it out to swing again, cutting him harder and kicking him aside.

Peter watched in shock as The Avenger hit the floor, laying lifeless. "No! Not again!"

Vergil scoffed. "You Avengers call yourselves 'Earth's Mightiest Heroes', but between you and Captain America I am really starting to-"

Peter rushed over and punched Vergil hard, then throwing the strongest punches he could to the older Son of Sparda.

"How dare you!" Peter angrily shouted, hitting Vergil hard. "That's the last time you or your allies-"

At that moment, Wesker had punched Peter away from Vergil, then helped the demon from falling to the ground. "Don't let your guard down."

"Noted," Vergil said rather irritated like.

Spike rushed over to attack, but Vergil knocked the sword out of his claws and knocked Spike down. "Foolish dragon."

Before either of them could do anything, both were blasted down from the skies.

"Huh? Who did that?" Spike asked, then looked up to see a surprise. "Mayday!?"

In the air, Mayday was using the improved Twilight Arms to blast all the nearby robots.

"Um Peter, your daughter's fighting again," Jill said.

Peter groaned, "She's definitely grounded, for 1000 years!"

Chris turned away to stifle a chuckle. He felt a little bad for Peter but his reaction was a bit funny.

Twilight groaned, "What's that stubborn filly doing!? She's gonna get hurt!"

"Your kid's brave though, I'll give her that," Dante said.

Shocker scratched his head, "Gauntlets? Did that kid take my idea?"

Electro appeared next to him, "Looks like Goblin's idea got taken too."

Mayday looked around, "How many more robots are there?"

"Mayday!" Johnny said, flying to her. "Kid what are you doing here!?"

"Oh, hi Uncle Johnny, I came to help," Mayday said, very innocently.

Johnny groaned, "Your parents are gonna be pissed...actually I think they are."

Mayday looked down at her very annoyed father and disappointed mother, "I know, I'm ready to accept whatever punishment they give me. But I needed to make sure my father got these." She showed him the Gauntlets, "They're called Twilight Arms."

"Those are nice and all kid, but seriously, you shouldn't be here," Johnny said.

"Hey I've been in worse, I bit a super strong guy once," Mayday said.

"Didn't he also hurt you? Peter said it caused your arm to get broken," Johnny said.

"I'm fine now aren't I?" Mayday said. "I was even there during the big fight daddy had with Tirek."

Johnny groaned, "Look, just take your little glider and-"

"Stupid child!" Vergil shouted, getting up. "Take this!"

He jumped at her with his sword, but Johnny stood before Mayday and blasted Vergil down. "Kid! Get home quickly!"

Johnny flew down to attack Vergil, but the demon fighter moved out the way last second and cut Johnny's sides.

"I'll finish you off now Torch!" Vergil said, raising his sword.

Suddenly Logan arrived and slashed Vergil, ruthlessly attacking him and then kicking his head.

Vergil stumbled around a bit, before letting his eyes start glowing. "You, dare...challenge my power!"

He floated in the air, swords starting to surround him. He charged up a huge beam of demon energy in his hooves, "Prepare yourselves, for Destruction!"

As he was about to throw it, Dante quickly threw his sword through his brother's chest, then used some demon magic to cause the sword to damage Vergil.

"Ugh! No! What's going-" Vergil stammered out, the pain from the magic of Dante's sword being a lot for him.

"It's over bro!" Dante shouted.

Just then Twilight arrived, her horn charged with a lot of magic, ready to be released. "THIS IS THE MAGIC OF FRIENDSHIP!"

With that, Twilight sent a beam that completely engulfed Vergil. The demon tried to withstand it and power out, but between Twilight's magic and Dante's sword, he was completely overwhelmed.

"THIS CAN'T BE HAPPENING!" Vergil shouted as he was completely overcome by the magic. Within moments, Vergil was no more, all that was left after the blast was Dante's sword next to the Alicorn Amulet.

Dante picked his sword up and for good measure, stomped on the Amulet to destroy it. "That should prevent any more crap."

Wesker watched in disbelief, suddenly he was the only one left. "No...NO! Damn you! You will regret this!"

Wesker rushed and punched Dante hard, sending him flying. He then turned and kicked Twilight across the meadow.

Sonata rushed over and fired her Sonic-Blast at Wesker but he powered through it and punched Sonata away. Even Lightning Dust flew in to attack Wesker, but he side stepped and kicked her down.

Mega Man rushed over and punched Wesker back, hitting him with some Mega Buster blasts, though Wesker grabbed him by his cannon and lifted him up to punch him in the gut.

"Foolish robot!" Wesker shouted, tossing him away. As he turned around, he got hit hard by Ryu, the Street Fighter throwing a quick combination of low and medium attacks, ending with a High Kick to his face.

"Take this, HADOUKEN!" Ryu fired his blast to hit Wesker, knocking him over. Wesker struggled to stand up, but he was levitated by Luna.

"You were a fool to think you could overcome Friendship," Luna said, then blasted him across the field.

As Wesker stood up, Chris and Jill ran over and did some combination attacks, Jill using quick strikes while Chris did the heavy blows.

Peter then rushed over and did his own combination of quick punches and kicks, then latched on to Wesker with his web and swung him around and slammed him right afterwards.

Wesker struggled to get up, "I need...more power..."

"Chris, Jill," Spencer said, then tossed each of them Rocket Launchers.

"Thanks," Chris said and aimed. "Time to end this."

"Peter!" Stark said while tossing him one of his blasters. "Do it."

"Sweet," Peter said as he put the blaster on. He and his allies then aimed at Wesker.

"Time to end this, for good," Chris said.

Wesker stood up, glaring, "I can't...I can't lose to mere mortals!"

Chun Li scoffed from nearby, "He's starting to sound like Zamasu."

"Who?" Johnny asked from nearby.

Chun Li shook her head, "Nothing."

Wesker struggled to approach the three, "I can't...lose to you!"

"It's over Wesker!" Chris shouted while keeping his aim.

"This is for all those you've caused pain for!" Jill shouted, also keeping her aim.

"And to protect others from what you would do!" Peter shouted, activating his magic with Dream to charge the blaster.

With that, all three of them fired their attacks. The rockets and magic-powered beam approached Wesker at speed he couldn't avoid. With that an explosion occurred where Wesker was, the former Umbrella Scientist being no more.

The three stood there in relief and sat back. Twilight, Dante and Logan rushed over to greet them.

"You actually did it! You defeated Wesker for good!" Twilight said.

"Yeah, Thank God it's over," Logan said.

"We managed to pull it off," Dante said proudly.

Jill and Chris both rubbed Peter's mane playfully.

"Awesome work boys," Jill said.

"Yeah, we did it," Peter said with a light chuckle. "We beat them."

"We sure did, it's finally over," Chris said.

"Not Quite!" Ultron shouted, rising to the skies and firing a whole flurry of lasers, causing the heroes to quickly dodge.

One laser hit Dante in the chest, same with Logan, one hit Twilight in the foreleg, one hit Jill in the hind leg and one hit Spencer through the shoulder.

"Dammit! I thought we defeated him!" Stark shouted.

"I will never lose!" Ultron said, glaring at the heroes below. Suddenly he got blasted in the face from the Twilight Arms. He turned angrily towards Mayday.

"Stop hurting my family!" Mayday said, blasting him again.

Ultron flew over and whacked Mayday's glider, causing her to fall.

"Mayday!" Twilight shouted.

Ultron flew towards her, but Peter rushed over and webbed him, "ULTIMATE WEB THROW!" He started spinning him around and slamming Ultron to the ground.

Johnny managed to catch Mayday before she got hurt. "Got you kid."

Mayday sighed in relief, "You're my hero Uncle Johnny."

"Hey anything for you kid," Johnny said.

Peter quickly ran to her, "Get her out of here while I-" Suddenly Peter took several lasers, one through his shoulder, his foreleg and hind leg.

"No! Daddy!" Mayday shouted and fired again, this time Ultron blasted one of the Twilight Arms, damaging it completely. "My hard work!"

Ultron flew up into the air, charging a very powerful beam. "That's it, time for my new plan. I shall destroy this world, and all of you in it!"

Twilight's eyes widened. "No! We gotta stop him!"

"Why would he destroy this world!?" Chris shouted.

Dante groaned, "Simple, he never really cared much for taking over this world in the first place, it's an acceptable loss for him, especially if it also destroys a good lot of people who can stand against him."

"You're much smarter than your brother gives you credit for, now for your end!" Ultron shouted, charging the beam.

"We have to stop him!" Trixie urged, going to attack alongside the other heroes.

Trixie fired her magic, Bobby fired his ice, Remy tossed some cards, Spencer shot from his guns, everyone else fired whatever projective they had. Others like Strider and Rainbow Dash flew to attack head on, but Ultron used what was left of his robots to help him.

Which ever robots failed, Ultron would fire an attack from his chest or mouth, even sending out surprise lasers to hit several heroes, ponies and fighters to injure them.

"Foolish beings, you can't defeat me!" Ultron then fired the beam down on the world. However it was being pushed back. "What!?"

Ultron looked to the side and saw that Mayday was attempting to push the beam away, using the one Twilight Arm left.

"I won't let you!" Mayday shouted, pushing harder with the beam.

"Persistent little brat, aren't you!?" Ultron shouted, putting more power into his own attack.

Mayday struggled, doing her best to stay up. "Gotta...try harder."

Ultron laughed sinisterly as his beam grew closer. "You won't survive this little girl! The moment you get weak is the moment this world dies!"

Mayday's eyes widened in shock, then tried harder to push the attack back, but had little strength to do so. "I can't give up! I will NEVER give up! I know my mom and dad wouldn't! I know Auntie Luna and the other ponies wouldn't! I know Uncle Johnny and the other heroes would! I know Mr. Ryu and the other Fighters wouldn't! So I won't give up!"

Mayday pushed harder, but still struggled. She's trying her best to max out the power, but with one left, it's not as strong as it should be. Though she almost doubts that the second would do any good.

"It's over, give up!" Ultron shouted.

Suddenly he some magic blasts hit him. He looked down and saw Trixie, Luna and Sunset attacking with their horns.

"Foolish mares!" He fired a laser from his mouth at them, causing them to scatter.

Suddenly Bobby and Remy fired their ice and cards at him. Sonata also arrived and fired her Sonic-beam.

"You dare challenge my power!?" Ultron again scattered them, though not without sending a beam through Bobby's leg.

Next came Chun Li, Shocker and Electro, firing a Kikoken, Gauntlet blasts and electricity respectively. Soon Chris, Jill, Spencer and Dante came to attack with their guns, firing desperately. Even Ember and Spike came over to attack with fire.

"This will never defeat me!" Ultron continued to fire beams and lasers, even sending out his robots, though they became little in number as more heroes and fighters focused on taking them out, mainly the ones who had no projectiles to fire.

Suddenly Ryu stepped forward, charging and firing his Hadouken. "Mayday, your father is one of the reasons I train to get so strong, I do it because I have the hope of one day defeating him in an Honorable fight. He helped me realize not only power, but it's thanks to him and this world, I have more to care about." At the last statement, he eyed Sunset Shimmer, who was struggling to get up after being hit by a beam.

Johnny also flew over to attack with his fire. "Peter, you have a great kid. She's your daughter in every way possible, from being pretty intelligent and strong willed. You're both stronger than you realize and I really mean that. I'm going all out, right by your daughter!"

Ultron grew impatient, "Your meddling is infuriating!" He blasted them back but more stepped forward, including Iron Man who fired a beam from his chest and Chrysalis who fired magic from her horn. "These pests won't stay down!"

Back at the base where the villains resided, Eris was using her magic to show the big struggle between the two sides.

"This is incredible!" Strange said.

"Mayday is doing her best to protect everyone, but will it be enough?" Julia wondered.

"We have to hope that it is," Eris said.

Back at the fight, Mayday is still struggling against Ultron, doing her best to keep the beam up. Unfortunately Ultron took out the rest of her allies, despite the robots being no more, the other heroes are either too hurt or tired to do much.

"It's over, you lose little girl," Utron said with a chuckle.

Mayday struggled to stay on her hindlegs, "I...I just can't stop!"

As Ultron continued to attack, suddenly a huge beam came at him. "What in the-" The beam then hit him, creating a huge hole in his torso, affecting the power of his attack. "H...HOW!?"

Mayday looked behind her to see where the attack came from and saw Mega Man holding out his Mega Buster, panting quite a bit. He must have used a lot of power on that attack.

"Do it Mayday!" Peter cheered from nearby.

Mayday nodded and put a lot of power into her blast, her beam pushing back Ultron's then completely overwhelming him.

"No! This can't be happening!" Ultron shouted.

Mayday continued to struggle and sent the final push, the attack completely overwhelming Ultron.

"How can this be! I am the Ultimate Creation!" Ultron shouted as he was blasted into the skies, the power taking him over completely, soon Ultron was no more.

Mayday panted, finally able to relax after all that. Suddenly she fell over backwards laying on the ground while smiling. "I did it...I helped save the world."

Moments later the others started to surround her, checking up on her and giving her praise.

"You did it May, we're so proud of you," Johnny said.

"You're a strong one Mayday, just like your father," Ryu said.

"I just wish you didn't get us all worried about you, but you are your father's daughter," Trixie said.

Mega Man walked over and knelt beside Mayday, "You saved us."

Mayday chuckled slightly, "Not without your help."

Peter and Twilight both struggled to reach their daughter, but upon doing so, they each pulled her into a hug, Mayday being right in the middle.

"Mayday, you did something incredible," Twilight said.

"You're our hero," Peter said.

Mayday blushed at this constant praise, "Thanks...so does this mean I'm not in trouble?"

"Oh no, you still are," Peter said sternly. "But we'll talk about that later, right now lets rest up and get home."

"We also gotta check nearby for Eris, Madame Web and Dr. Strange," Sunset said.

"Right, we'll grab them as well, then head home," Peter said.

As the heroes rested and praised Mayday; Shocker, Lightning and Sonata walked back to the injured Vega, who was being tended to by Soarin and Fleetfoot. Due to their injuries they had to stay out of the fight for a bit, so they offered to watch over Vega.

"Incredible, Spider-Man's daughter has more power than I realized," Vega said.

"She sure does, she managed to save the worlds," Sonata said.

"Yeah, glad I'm on his side now, I don't think I'd be a match against his daughter," Shocker joked.

Vega chuckled slightly, "I'm just glad I got to see Ultron fall...now I have no regrets." He turned to Shocker and Lightning, "You two were great friends to have, I enjoyed our adventures together, even if it was brief." He then turned to Sonata, "And thank you, for your friendship. You made me so happy..." With that Vega started to relax.

"Vega? What are you going on about? Why are you talking like that?" Vega didn't answer, Sonata started to nudge him. "Vega!?"

Vega didn't move, leaving the others to be worried.

"Oh no, you don't think he-" Lightning said worriedly.

Sonata shook her head, "No, this can't be! Vega!" She constantly checked him, "Please, don't go! I don't want to lose another friend! Vega!"

Shocker shut his eyes, feeling the shame and sorrow of his fallen friend. Lightning Dust also shut her eyes. Both were hoping not to cry, but Sonata wasn't able to stop herself.

"Vega! Please no!" Sonata cried into his chest. "You were gonna redeem yourself! You were gonna get a second chance! Please don't die Vega! Please!"

Peter could hear Sonata's tears from nearby. He could tell from the direction her crying came from that Vega didn't make it. He almost pitied him, though if he had to be honest, he was more upset for Sonata.

"We need to rescue our friends, then get home. We need to rest," Peter said.

The everypony nodded, for now the worlds were safe, they had nothing more to do.


	14. Staying Strong

Later in the day, everypony had returned to The Crystal Empire. They were tired and exhausted, but victorious in their fight.

The other ponies rushed out to greet them, Cadance being the first. "You're back! Does this mean you've won!?"

Peter nodded weakly, "Yeah, we did."

The other ponies surrounded the heroes in a cheer, glad to know that their heroes have been successful.

Sweetie Belle rushed over to hug Peter, "You're the best! We're so glad we have you!"

Apple Bloom also rushed to hug him, "We knew you'd save us!"

Scootaloo completed the Crusader hug. "Yeah! Cutie Mark Crusader Reunion!"

Peter chuckled a bit nervously, "Thanks girls, this means a lot to me."

Mayday trotted over with the one Twilight Arm, "At least I still have this, gonna take a while to rebuild the other."

"Mayday!" Rumble said, quickly trotting over with Franklin and the Cakes. "There you are!" He pulled her into a protective hug. "What were you thinking going in there by yourself!? That was dangerous!"

"I know, but I had to do something," Mayday said.

Rumble groaned, "You had me worried! Don't ever do that again!"

Mega Man trotted over, "Hey she did a great job out there, she was able to defeat Ultron!"

Rumble blinked in surprise, "Wait? Ultron? The big robot thing?"

"You defeated Ultron!? By yourself!?" Franklin asked in shock.

"Well I had some help from the others, and a lot of help from Rock," Mayday nuzzled against him a little. "If it weren't for you, I would have lost again him. Thank you so much Rock."

Mega Man blushed, "It was nothing really."

"Mayday, you're so...awesome!" Pound cheered.

"Yeah, you're the coolest filly!" Pumpkin cheered.

Mayday blushed slightly, "Thanks. I'm glad I could help save the world."

The twins hugged her, causing her to blush a little, as well as a chuckle from Mega Man and Franklin.

Shining Armor also took the time to approach Peter and Twilight. "So, Wesker and Vergil are done?"

"Yeah, we did it as one great team," Peter said.

Dante walked over to Shining Armor, "Your sister's a badass, she's the one who took on my brother and beat him."

Twilight blushed, "You did help me Dante, it was a team effort."

"Yeah, I guess. I'll admit though, kinda sucks that it came to that, I hoped my brother could see what he was doing wasn't the best thing, but sometimes you have to make tough choices," Dante said.

Twilight patted his shoulder, "I'm sorry that happened, despite what I thought about your brother, he was still your family. I also wish there could have been another way."

Dante shrugged, "What can I do? Vergil made his choice and he suffered the consequences."

Chris also walked over, "Life's full of tough choices. At least things in Capcom should be a bit more peaceful, thanks to Peter we no longer have to worry about Wesker."

"You and Jill both helped, kinda fitting that the three Wesker despised the most were the ones who defeated him for good," Peter said.

"Yeah, it was," Chris replied.

Twilight turned her attention to the nearby ponies, "Let's just get everypony all rested up, I want to make sure they heal their injuries."

"Yeah, we'll probably need more than just herbs," Chris said.

"Once we're all healed and rested, I guess we'll be making our way back to our world," Jill said.

"No hurries, stay as long as you need to," Twilight said.

"Thanks, but we do need to get back to our world rather soon, assure everyone back home that our job was complete," Chris said.

"I also have some things to do back home, but I don't mind staying a bit," Dante said.

Twilight turned to Logan, "What about you are your friends? How long do you intend to stay?"

"Depends I guess, though to my knowledge the only reason we all left last time is because the balance of the worlds was gonna be a problem, think that might happen again?" Logan asked.

Chris looked surprise, "Wait, all of you went back home?"

"Yeah, not long after you all left, so did we," Logan explained.

"That would explain why it doesn't seem like you had kids, unless you were just waiting," Dante said.

Logan shook his head, "Years ago, we wanted to stay, get married and make a life here, but if we did, it would mess up the balance between the two worlds, maybe others. I don't know if Twilight found anything to help us stay though."

"Well my magic's gotten stronger, and since I'm a Co-Ruler of Equestria, I can work a few things out for you," Twilight said.

"Twilight," Peter said. "Remember, show responsibility with your power."

"I am," Twilight said. "As Co-Ruler of Equestria, I am using my power to responsibly bring the heroes over, so they can be with my friends. Finally they can be just as happy as I am."

"I'm sure they're already happy," Peter said.

"Well they'll be more happier," Dante said.

"Yeah, sometimes having someone to love and care for can be really beneficial," Chris said.

Jill glanced a bit affectionately at Chris, "You're not wrong there."

Dante nodded, "I can totally relate."

Peter shrugged, "I guess we'll talk more about it later then."

"Let's just get to our rooms or something, we all need to relax a bit, besides I wanna go see Fluttershy, I'm sure she was worried." Logan said.

With that, the heroes and fighters went inside to relax. As Peter made his way through the castle, he saw as his Superhero allies stayed close to the Elements.

As promised, Logan did go to see Fluttershy, he held her closer to her as she nuzzled against him, so glad to see him safe. He saw Johnny with The Wonderbolts, holding Rainbow Dash in a loving embrace, the two so happy to have won this fight. He saw Remy close with Applejack, Bobby close with Rarity, and Deadpool close with Pinkie Pie.

Peter turned and even saw Spike with young Hope, Janet watching from nearby with parental satisfaction. He also saw Rumble nearby, holding Ben in his hooves while Mayday sat next to him along with Franklin, Pound Cake and Pumpkin Cake.

Somehow this didn't settle right with Peter, he didn't know why. Maybe he's still exhausted from his battle, he just needs to lay down.

" _Peter, are you feeling ok_?" Dream asked.

" _I'm fine, just need some rest_ ," Peter said.

" _I shall sooth you as you sleep, you deserve it_ ," Dream said as Peter made his way to his room.

Back with Spike, he's sitting down and resting, his daughter right by his side, happy to be with her daddy. Janet walked over to him with a smile on her face, "You two knew each other only a couple of days, but she's already very happy to be with you."

"Yeah, kinda wish I knew sooner though, I would have made it my goal to return to Marvel Earth," Spike said.

"I know you would, don't worry, I still love you either way," Janet said, sitting next to Spike.

Spike sighed a little, turning to Janet. "Hey, question. If you had a daughter, why didn't you move on? She needs a father and I wasn't here."

"I don't know, I couldn't love anyone after you. Probably weird since I once thought I couldn't love again, until I met you. Something about you changed my perspective and I decided to try loving again. I'm glad I did, I'm so happy to be with you, and now we have a second chance to be together," Janet said.

"Well, there's still the issue of getting you to stay in our world with magic," Spike said.

"Like I care, Twilight better not separate us now that we have a daughter...wait did you ever tell her?" Janet asked.

Spike shuddered, "Yeah, she knows."

 _Mini Flashback_

 _"Spike, why did that filly call you 'daddy'?" Twilight asked._

 _Spike cringed, "Yeah um, turns out when me and Janet said bye Six Years ago, I may have left her with a child..."_

 _Twilight's eye twitched, "You, WHAT!?"_

 _"Well I was dating Janet, and I guess we got a little...intimate one night and-" Spike gulped, not wanting to look at an angry Twilight. "You're not too mad are you?"_

 _Twilight loud out a loud groan that the whole castle heard, freaking out those who knew who it belonged to._

 _End Flashback_

"So that's what that noise was," Janet said, remembering that from a couple days prior.

"Yeah, but I think she's calmed down about it...mostly," Spike said.

Janet shrugged and then pulled Spike in for a hug, "Well the point is that you and I are gonna be together, the way it should be. You and I could finally be the husband and wife we were supposed to be."

During this, Ember had made her way over, looking a bit confused and annoyed, "Spike, what is with this mare?"

Janet looked over to Ember, "Oh, this is the Dragon Princess right?" She held her hoof out, "I'm Janet Van Dyne, Superhero name is 'The Wasp', I'm a member of The Avengers and the mother of Spike's daughter."

Ember glared at Spike, "Yeah, I heard he had a daughter, I thought little of that talk until I see this. When were you gonna tell me this Spike!?"

"I really didn't know, honest," Spike said in worry.

"Hey easy now, is it really a problem?" Janet asked. "I hope it's not because I'm a pony, I know Dragons and Ponies haven't always gotten along but I figured Peter would fix that like he did with The Changelings and those weird things that were guarding the outside of this Empire."

"They're called Thestrals, and no there isn't a rivalry between ponies and dragons anymore," Spike explained.

"Oh, then I don't see-"

"Janet," Spike interrupted. "I need to be honest. I...I kinda moved on after you left."

Janet glared slightly, "What?"

"When you left it hurt, I really loved you and I missed you. Over time though I moved on from it and started to date again. I dated Rarity, briefly, then tried other ponies but got nowhere. Once I joined as one of Ember's knights, I started seeing her for a bit," Spike explained.

Ember nodded, "It's true, Spike and I were seeing each other, though after hearing about all this, I'm starting to wonder if I wish to continue this relationship, seeing as you have a daughter," Ember said.

"Like I said I didn't know," Spike said, then turned to Janet. "I'm sorry if this upsets you, I just really thought you would move on too, I wasn't your fist love after all."

"No, you weren't, but you're the first that didn't hurt me...until now," Janet said, feeling a bit irritated.

"Janet please, what was I supposed to do? I wasn't sure if I would see you again," Spike said.

"I'm sure Twilight's friends and my friends didn't expect to see each other again either, but at least they remained faithful, I bet that's why Rarity didn't wanna date you any longer, since she was still in love with Bobby. Same with Remy when he tried moving on with Rogue again, she knew he was still in love with Applejack, and it sounds like they waited, because they believed deep down they would be reunited. Well we are, all of us remained faithful, all except you Spike! You even gave me a daughter! I thought we would have had the biggest bond!" Janet shouted.

Spike shut his eyes shamefully, "I never wanted to hurt you. I still care about you Janet."

"Not enough, seeing as you moved on to Princess Dragon over here," Janet said, gesturing with her eyes.

"My name is Ember," the Dragoness said a bit annoyed.

"Like I care, I'm leaving," Janet said, grabbing Hope by her hoof as she stomped off.

"Mommy, what's happening?" Hope asked.

"Nothing, just keep going," Janet said, still very irritated.

Spike just watched as the two left, the young dragon feeling a bit guilty for hurting Janet, realizing he may have broken a promise he once made, even if it was unintentional.

Ember wasn't sure what to think either, she just left Spike be. Maybe it was a mistake to consider him for a mate, even if the reasons turned out different than she thought it would turn out.

Elsewhere Luna is standing at the balcony, looking to the skies. "Sister, we did it. We protected this world...you would be proud, I hope."

"I think she will be," Stark said, walking over to her outside his suit. "You, Twilight and Peter did a great job."

"Thank you Mr. Stark, your assistance was also valued," Luna said.

"Hey, the real hero was Peter's daughter, I'm impressed with that thing she had," Stark said.

"Yes, she likely built it herself, she is highly intelligent, an IQ higher than most," Luna said.

"Just like Peter, if he were still on Earth I probably would have gotten him a job at my company," Stark said.

"You seem to value Peter very much, enough to come and risk yourself to help him," Luna said.

"Yeah well, in a way he's like a son to me. I know he lost his uncle and didn't have that father figure he needed, I hoped to step in and be that father figure. If he were my son, I'd be the proudest dad in any world," Stark said.

Luna looked a little surprised at his words, then gave him an honest smile. "You're a great man Tony Stark, I know how much Peter values you as a mentor. All of Equestria thanks you."

Stark nodded, "It's all in the duty of an Avenger."

Luna looked down sadly, "Speaking of which, I feel deep sorrow for what has happened to Captain America and Hawkeye, they were brave men, if only we could have been stronger."

"Hey part of this is our fault, we didn't stop Ultron and it created problems for both our worlds, as well as Capcom. Steve and Clint knew the risks, we all did. They have no regrets, because they went down doing what they're proud to do, I'm sure they'll be happy to know that we won," Stark said.

"I will pray that my sister watches over them," Luna said.

"Well, Steve did admit he found Celestia to be very attractive," Stark said with a grin.

Luna looked surprised, "Oh really? Funny my sister has said something similar about the Captain, truth be told she wishes you could have stayed if it meant having the Captain around."

"Ha, Steve's still got that charm. I'd like to think they're together now, wouldn't you agree?" Stark asked.

"Yes, I would like to think that," Luna said, again looking across.

With Mega Man, he had walked to the side of the castle, removing his helmet and letting his hair out. "Nice to take that off a moment." He sat against the castle, looking to the sky. "I hope I made you proud Zero. I wish you could have seen that, kinda wanted to prove to you that I could do it...even if Spider-Man's daughter was the one who saved the day. But I put up a good fight."

He heard some hoofsteps and saw Chun L make her way over, "Hey Rock."

"Hi Chun Li," Mega Man stood up. "How are you feeling after the fight?"

"A little sore, that jerk Wesker," Chun Li said with a huff. "Doesn't matter, we won."

"Yeah, we at least saved these worlds, for now," Mega Man said.

"Well hopefully we can keep the enemies of our world exactly there, in our world to deal with," Chun Li said.

"Yeah, I'd hate to see Sigma come here to cause trouble," Mega Man said.

"Let X worry about him, though without his partner, it's gonna be hard," Chun Li said.

Mega Man looked down in shame, "Did we let him down? I mean I wish I could have saved him."

"Ultron was too powerful, and we were trying to rescue the other ponies from Wesker and his allies, there wasn't much we could do," Chun Li said.

Mega Man rubbed his head, "I guess."

Chun Li lifted his head up by his chin, "Don't worry about it though, you helped save us Rock, I'm so proud of you."

Mega Man blushed a little, "Really? But I didn't defeat Ultron, Mayday did."

"Yes, but did she overpower him on her own? Or did someone help?" Chun Li said with a smirk. "Mayday herself admits you really helped her out, you helped take down one of the strongest robots in these worlds. You truly are a Super Fighting Robot."

Mega Man smiled proudly, "Thanks...so does this mean I'm important again? That you appreciate me again?"

"Huh?" Chun Li asked, raising her eyebrow. "Rock I've always appreciated you. I mean I don't appreciate some things you say, mainly towards Peter or some other comments but I do appreciate you."

"You do? For some reason I thought you might have liked Spider-Man more than me, I used to be your favorite, your 'little brother' as you once said," Mega Man said.

"Rock I do like Peter but I never stopped liking you. You are like a little brother to me, I care about you very much, we all do," Chun Li insisted.

Rock looked surprised, "Really? Oh...then I guess I overreacted before huh?"

"Maybe a little," Chun Li said, then nuzzled against him. "I still love you Rock, not even Peter can replace you."

Mega Man returned the nuzzle, "Thanks..."

Chun Li gestured inside, "Come on, you must be tired. Robot or not you still need to rest up."

"I guess, even robots have their limits, at least robots like me," Mega Man said, following Chun Li.

Sonata sat in her room, thinking over the recent events, including what happened to her friend. "Aria...Adagio...please take care of Vega when you see him. Tell him that I already miss him."

Sonata started sobbing a little at the loss of the former Capcom villain when she felt a hoof on her shoulder. She looked to see Shocker, though this time without his mask. "Hey kid..."

"Shocker?"

"You know that's not really my name right?" Shocker said.

"I know, but it's what I know you as," Sonata said.

Shocker shrugged, "It's fine, not important. Anyway I see that you're feeling pretty down."

"I miss Vega, why did he have to go?" Sonata asked, trying to hold her tears back. "I just wanted him to be with me, to be our friend...he should have had that chance."

"Look, I miss the guy too, weird as he was. But try not to sulk around over it ok? I don't think he wants that," Shocker said.

Sonata shrugged, "Maybe not, but I still miss him."

"You're not the only one," they heard. A moment later Lightning Dust entered the room. "Sup?"

"Oh, you're Lightning Dust, you used to be on a team with Vega and Shocker, then went to live with Fluttershy," Sonata said.

"Yeah, it was us three, well four if you counted Sweetie Belle," Lightning said.

"Ugh that girl was such a pain," Shocker said, holding his head a little.

"A little, I just spoke to her and told her about Vega. She didn't have much to say, only that she pitied him. Weird since I heard she was a lot more upset the first time she thought she lost him, I guess she's just not that into him anymore," Lightning said.

"She moved on I guess, not sure if she still has that soft spot she used to," Shocker said.

"Still," Lightning sat next to Sonata. "I'm sorry to hear about this. Kinda hoped me and Vega could catch up, reflect on our lives recently."

"I just wanted him around for me, after Aria and Adagio, my other Siren friends, he was the only other one who really knew me," Sonata said.

"Well you have Peter for that now, I'm sure he really cares about you doesn't he?" Lightning said.

"Which has me worried, what if something ever happens to him? Or Twilight? Or Mayday? Or Trixie? Or any of them. I'm kinda worried," Sonata said.

"Hey Peter worries enough for you and the others, don't start doing that yourself, it ain't good. Peter's fine, he's the strongest guy in the world, and his wife's the most powerful magic user in the world. Even his daughter's a tough chick. The way she took care of Ultron, totally badass," Lightning said.

"Yeah, I love Mayday, she's like a little niece," Sonata said.

"That girl calls almost everyone 'Uncle' or 'Auntie'," Shocker said. "Seriously, how long before she calls me 'Uncle Shocker'?"

Sonata giggled, "That would be awkward if she did."

Shocker shrugged, "Honestly, I don't dislike his daughter, I'm surprised she's pretty well mannered considering what an annoying smart mouth her father is."

"She actually takes a lot after her mom, probably why," Sonata said.

"I don't like his wife all that much either though," Shocker said.

Lightning shrugged, "She is a pain, but what can you do?"

The three laughed a bit, Sonata sighing happily, "I miss Vega, but at least I still do have others to care about me."

"Yeah, you got me, Lightning Dust, Parker and his family, you're good," Shocker said.

"Totally," Lightning said.

With that the three sat down to talk a little bit more, hoping to get Sonata all cheered up.

Twilight was making her way to her and Peter's room, hoping to lie down and sleep herself. On the way there she saw Johnny talking a little with Mayday, the hero congratulating her win.

"I knew you were special Mayday, but the fact that you saved our worlds, that's beyond any expectation," Johnny said.

"Thanks Uncle Johnny, though I know I'm in a lot of trouble for that," Mayday said.

"Yeah maybe, in fact if I were your father, I'd never let you out your room again," Johnny then rubbed her mane. "Still, you did great kid. You're like the daughter I wish I had."

Mayday blushed, "Aw, you're the best Uncle Johnny."

Mayday gave a hug to her honorary uncle, which he accepted. He saw then noticed Twilight passing by. "Yo Twi, off to see Peter?"

"He's likely sleeping, but I do want to join him in bed," Twilight said.

"Yeah, he could use his lovely wife next to him, that'd be a great thing to see when he wakes up," Johnny said.

Twilight walked over to Johnny and hugged him a bit, "I gotta admit, I kinda missed you. You're like that irritating brother I can't help but love."

Johnny looked unsure, "Did you just insult me or compliment me?"

"Take it however you want," Twilight said with a grin.

Johnny shrugged it off, "Well I am happy that you missed me, I missed you, and Dashie, and Pinkie, and all your friends."

"Speaking of Pinkie, thanks for being so kind with her on Earth, she really was a bit lonely without that idiot she calls a coltfriend," Twilight said.

"Well in a way, she does bring out the best in him, almost" Johnny said.

"Still, thanks. Pinkie Pie loves you a lot because of that," Twilight said.

"It's no trouble, wonder where Pinkie is now? Or Deadpool for that matter?" Johnny asked.

"Speaking of him, do you keep tabs on him, because he did kinda show up last year randomly, almost as if he forgot he was here six years ago," Twilight said.

"Well he did tell me recently that you and Peter barely remembered him, though you did kinda forget he was around six years ago," Johnny said.

"Well I try to ignore him as much as possible, he gives me a headache," Twilight said.

Mayday looked down the hall, "Um, I think he's about to give you more of a headache mom."

Johnny and Twilight turned and saw Deadpool hopping around with a random filly on his back.

"Hey guys! Look! It's Flurry Heart! She did appear after all!" Deadpool said, pointing to the filly.

"Hi Auntie Twilight! Cousin Mayday! Mr. Storm!" Flurry Heart said.

The three ponies scratched their heads.

"What...what is this supposed to be?" Twilight asked.

Pinkie appeared beside Deadpool, "Um, I don't think Flurry Heart is supposed to be here yet."

"Who cares, she should have been retconned into this story! Not the first retcon, I think!" Deadpool said, then shrugged it off. "Doesn't matter, the true cousin of Mayday is here! Praise Princess Flurry Heart!"

"Yay!" Flurry Heart said as Deadpool trotted off with her.

Twilight, Johnny and Mayday blinked in confusion, unsure what to make of this.

"I'm going to bed," Twilight said, walking off.

"Me too," Johnny said, walking off.

"Same," Mayday said, also walking off.

Outside many ponies are seen fixing up the Empire, one pony in a brown jacket watching from the rooftop. "Quite a day for these ponies."

Another pony in a black latex suit is also watching. "Yeah, it looks like we weren't needed."

Stepping into view were Leon Kennedy and Future Sweetie Belle.

"Glad Chun Li made it to this world, took us a while to even come here," Leon said.

"Yeah, you could only enter our world, and unfortunately the Time Machine we had got damaged, that would have been an easier way to get to this realm," Future Sweetie said.

"Probably for the better, can't mess with time too much, besides Peter had this just fine," Leon said.

"Still, kinda wanted to help, there's plenty to do in the future, but I would like more of a challenge," Future Sweetie said.

Leon chuckled, "Competitive are we? Just like from Capcom."

Future Sweetie glared playfully, "Well I do have some fun, especially when you're around. I'm amazed how much you can lighten the mood when need be."

"What's that supposed to mean?" Leon asked.

"Oh nothing..." Future Sweetie said almost innocently.

Leon rolled his eyes, "You mares."

Future Sweetie activated the machine, "Lets head back, we're not needed here."

"Don't you wanna at least say 'hi' to Peter?" Leon asked.

"Somehow I feel like he's got enough on his mind, if we show up it's just gonna further complicate things, he might think there's more danger, which for all we know there is," Future Sweetie said.

Leon shrugged, "When you're a Superhero, there's always something."

"Anyway we still have a future to get to, I am the Co-Ruler, I can't take a long time off again like nothing," Future Sweetie said.

"You also never told Peter about that foal, didn't you?" Leon asked.

Future Sweetie Belle groaned, "Don't ask about that, he doesn't need to know, like I said, he's got enough to worry about."

As she set her machine to take them back, Leon placed a hoof on her shoulder, "Anyway if you do feel like you need help at any point, I'll be there in an instant."

Future Sweetie smiled, "Thanks Leon, you're the best." With that she kissed his cheek slightly and warped them back to the future.

The next day, all the ponies had returned to Ponyville. It was a bit damaged, but they could repair it. A lot of the heroes and fighters even explored The Castle of Friendship a bit.

"This place is huge! And only like what, six ponies live here?" Johnny asked.

"Yeah, mostly me, Peter, Mayday, Ben Sonata and Trixie. Eris stays here as well, Aunt May also comes by, even Spike does when he's taking time off his training," Twilight said.

"And we still have room for more," Sonata said.

"Not that we really need more," Trixie said.

Rumble nudged her, "What about me? Don't you want me to live here someday too?"

Rumble had given Trixie the sad eyes to further his point, causing the showmare to give in to his cuteness. "Of course Trixie would love you to stay as well. There's more than enough room for you, your old foalsitters, even that goofball brother of yours."

Johnny groaned at that display, "This was cute when he wads younger, now it's kinda annoying."

"Hey when Peter was that age, he pulled stuff like that, personally I still think Rumble's adorable," Twilight said.

Ryu scratched his head, "Whoa, this castle's almost as big as the one I train at."

"I think this castle is actually bigger, unless I'm mistaken," Strider said.

Stark looked around as well, "There's a lot you can do here, wait are there any guards? Or is it just the Parker-Sparkle family?"

"Sometimes we have Thestrals here, that's about it," Trixie said.

Stark walked over to Peter, "Still kid, you're living well. Great job though, no one deserves it more than you do."

Peter shrugged, "I wouldn't say that."

"Well I would, even The Avengers place might look small, or that boarding school of the X-Men," Stark said.

"It's just a castle, it's our home, even if it is a little big," Peter said.

"Well, fit more ponies here. I could even see you using this place for Superhero stuff, imagine you having your own team like The Avengers?" Stark said, still looking around.

Peter thought about that a moment, then remembered the Shield he was carrying on his back. He grabbed it briefly to look at it, wondering a bit. "My own Avengers huh?"

Johnny patted Peter's back, "Hey if you form your own Avengers, count me in."

"Same here!" Deadpool said.

"Can I join to?" Rumble asked.

"Kinda young aren't you?" Remy said.

"I think he's fine," Bobby said.

"Alright everypony, lets not get ahread of ourselves," Twilight urged.

Peter still thought this over, working alone hasn't always gone well, but if he had his own team in Equestria, that could work out a lot better. He's gotta find the best for it, he might have some already with him, but he's gonna have to go recruiting soon.

Stark checked his watch, "Well, guess it's time to start heading back."

"I'll go get Dr. Strange, Eris and Madame Web," Jill said before leaving further into the castle

Soon the others started to follow outside, awaiting the three portal users.

"Do you really have to go Mr. Stark?" Mayday asked.

"Sorry kid, but our Earth needs us, we'll come see you again if we can though," Stark said.

"Yeah, I need to get back, I miss my daughter," Scott said.

Janet looked unsure, she wasn't sure if she should stay, knowing she won't have a husband in this world, but she does want Hope to be around her father. Maybe they can work something out. Besides if Peter does form an Avengers, she could easily join that group, so she'll have something to do in this world at least.

"I guess all of us should head back," Reed said, then looked to Johnny. "Unless you're staying."

Johnny shrugged, "I kinda want to. I mean it seems sudden but, I wanna be with Rainbow Dash, I love her after all."

"I wanna stay too, with Rarity," Bobby said.

"And me with Applejack," Remy said.

Logan turned to Fluttershy, "I don't exactly wanna leave you either."

"Same here," Laura said. "I'm gonna stay with my favorite mares."

"Then it's settled," Twilight said, "As Co-Ruler of Equestria, for those who wish to say, I now announce that you-"

"Can't stay," they heard. They turned their attention to Peter, who was walking out the castle with a serious look, still with the Shield on his back.

"What do you mean 'can't stay'?" Twilight asked.

"They can't stay in Equestria, it's not a good idea," Peter said.

This caused some confusion among the ponies.

"Peter, I can easily find a spell, and even so I don't think it's a big deal if-"

Peter interrupted Twilight, "They can't, Celestia said herself it could cause an imbalance. I'm sorry but they can't stay."

Twilight looked surprised, even turning to his allies who were all scratching their heads in confusion. Twilight turned back to Peter, "Six years ago you got so angry at Celestia for sending them away, now there's a chance for them to stay and you won't take it?"

"Six years ago I wasn't thinking straight, I let my emotions take over. I took a while but I finally understood what Celestia wanted. They can't stay in Equestria," Peter said.

Johnny stepped toward Peter, in a lot of disbelief, "Bro, do you hear yourself? How come none of us can't stay? What's up with that?"

"Johnny it's nothing against you, I'm just thinking about The Balance. I need to make sure nothing else like what happened with Ultron happens again. Starlight Glimmer is somewhere still plotting, she's the only one that we didn't defeat yet. Until this is over I can't take any chances. I'm going to have the portals sealed, I'm going to ensure the magic is much stronger so that not even Starlight Glimmer can make portals whenever she wants, but it won't work as well with too many from Marvel or Capcom here. It's already weak enough because Black Cat living here, me I'm at least bound to this world. If I seal you here it could lead to more problems, you have to leave this world," Peter explained.

Johnny shook his head, "I can't believe you're saying this? What about me and the others!?"

"Storm, don't make a fuss over it," Logan said. "I don't exactly like it but if Parker says it ain't a good idea, we gotta respect that."

"Thank you Logan," Peter said. "Look, it's for the better of this world, it's best if you did go home, staying's gonna lead to extra problems."

"Oh I don't think so!" Bobby spoke up. "Peter are you freaken serious right now!?"

"Bobby I already explained it," Peter said.

"This is a load of crap! I thought you were our friend! Now you're gonna tell me I can't be with my true love!?" Bobby asked.

"Dude, you've been with her a total of like four-five months!" Peter said.

"What about you and Twilight, you knew she was your true love after three months! You married her less than a year after you met her!" Bobby shouted.

"That's different, Twilight and I had a bond!" Peter said.

"So do me and Rarity!" Bobby said.

"Barely! You just wanted a pony wife because I had one! If I weren't married to Twilight I bet you wouldn't have even thought about it!" Peter said.

"You don't know that! It doesn't matter, I love Rarity!" Bobby shouted.

"You seriously need to move on, in fact all of Twilight's friends need to. Spike was the only one who did!" Peter said.

Bobby glared at Spike, "Dude you have a child from your time with Janet, don't even think about not being with her or I'll kick your ass!"

"Bobby!" Logan shouted. "Enough! Don't make this worse!"

Peter sighed, "Look, I'm sorry, but you all need to leave, it's the only way to keep this world safe."

"Peter, you're being a little ungrateful right now," Remy said. "We came here to help you stop Wesker and his allies, we don't appreciate you trying to basically push us out of this world!"

"Yeah is this how you treat your friends!?" Bobby asked.

"Please, you guys barely called me your friend until you started dating my wife's friends, I bet if I was still dorky Peter in your world I wouldn't mean a damn thing to you!" Peter shouted.

"What!?" Johnny shouted. "Dude you mean a lot to me! You're my best friend!"

"That's not what you said before I came to live here!" Peter shouted.

"Because I didn't know! Peter come on! We're bros! I love you like a brother!" Johnny shouted, a mix of sadness and anger.

Peter turned away, "I'm sorry, bro, but I can't help you. You need to get back home."

Bobby gritted his teeth, "Like I care what you say, I'm staying here with Rarity, and there isn't a damn thing you can do to stop me from that!"

"Dude don't even try tempting me right now," Peter said, his eyes turning blue.

Lightning noticed from nearby and suddenly felt some pain in her wings, "Why does this seem so familiar?"

"Dude, what's with your eyes?" Johnny asked, a little weirded out.

Ryu, Chris and Dante watched carefully from nearby.

Peter shut his eyes, mentally asking Dream to power out. Afterwards he opened and glared, "I don't have time to argue this, one way or another you're going back, even if I have to ask Eris to take you herself!"

"Hey Parker, what's with you! You're not the only one who wants family here!" Laura shouted.

Deadpool shook his head in disbelief, "I can't believe it, Peter being a real jerk."

"Who asked you!? Why are you even here!? Last time I saw you all you did was cause trouble!" Peter shouted.

"I was just goofing off, Discord offered me a chance to see you again and I took it, I missed you," Deadpool said.

"Well I didn't miss you! You're the last person I even wanted to see!" Peter shouted.

Deadpool's eyes widened, then he looked down in shame and sadness, "Should have figured that, you didn't even acknowledge me having been in this world six yeas ago."

Twilight approached Peter, looking surprised, "Peter this isn't like you. Are you just stressed out from the big fight yesterday? Do you need more rest?"

"I'm fine Twilight! I know what I'm doing!" Peter said.

Mayday shook her head, "Daddy you're yelling at Uncle Johnny and the others, that's not nice."

Peter barely acknowledged them, so this time Trixie spoke up. "Peter, don't you think you're being a little harsh? These are your friends."

Peter still ignored them, this time Sonata spoke. "Don't ignore us Peter, remember we're family."

"Yeah Peter," Rumble added. "We're here to help you."

"Why are you even talking?" Peter said, glaring at Rumble.

"Huh?" Rumble asked in confusion. "Well I wanted to talk since we're family and-"

"You aren't my family Rumble, stop going around calling yourself a member of my family!" Peter shouted.

Rumble took a step back, "Huh? But I'm your son? Remember when you adopted me?"

"First off you aren't my son. My only son is Ben Parker-Sparkle! He's the one my Aunt is right now watching over! Second I took you in for like four months, that's all! It wasn't even my idea, it was Twilight's! All it did was give your dumbass brother more of a reason to talk crap about me and my ACTUAL family! So stop with the family nonsense you keep babbling about! You're not my son! You're not Twilight's son! You're not Mayday or Ben's older brother! You're just some colt who got to freeload off my family for a few months! That's all!" Peter shouted.

Rumble stepped back, feeling pain and sorrow from Peter's words. The very hero he looked up to almost like a father and told painfully clear that he's not loved like the son he thought he could be to Peter.

Trixie was appalled by this, how could Peter talk to Rumble like that? He's always been such a good boy. Trixie's first instinct was to go check on her favorite colt. "Rumble? Rumble honey? Talk to me!"

Rumble's tears left his eyes as he flew away, not wanting to be around Peter or anypony else.

"Rumble come back!" Trixie shouted, then glared at Peter. "How could you!?"

Trixie turned away into the castle while the others looked on in surprise.

"Peter! What's with you!?" Johnny asked.

Thunderlane marched angrily towards him, glaring at the hero. "Give me one reason why I shouldn't kick your ass for what you said to my little brother."

"Like you could even do shit too me, get out of my face before I make you," Peter threatened.

Thunderlane growled, but before anything could happen, was grabbed by Felicia and Electro.

"Easy handsome, don't pick a fight you're not gonna win," Felicia said.

"He's past your league, don't be foolish," Electro said.

Thunderlane turned way and flew after Rumble, Felicia and Electro glaring at him.

"I knew you were no good Spider-Man," Electro said.

Peter turned away, not really caring. Electro just walked off and went after Thunderlane with Felicia.

Johnny shook his head, "So that's it then? You've made up your mind? You're just gonna tell us to leave, to not be with the ones we love?"

Peter kept his head turned away, "That's it Johnny."

Johnny shook his head, "What happened Peter? This isn't you."

Mayday huffed angrily, "Daddy I don't like this one bit!"

"Mayday be quiet! You don't get a say in this!" Peter said.

Mayday looked a little upset, though this time Mega Man stepped forward. "Spider-Man, are you really gonna treat your allies like that! Is this what Zero, Captain America, Hawkeye and Vega sacrificed for?"

"Cap would have gone back, they all would have! They knew!" Peter shouted.

"I thought you were our friend!" Johnny said.

"My only friends are right here in Equestria, they're all I need! Because right from the beginning they were there for me!" Peter shouted.

"But we can be there for you too!" Johnny said.

"Why? Honestly for all I know you just tolerate me now because I'm this big hero who saved the multiverse! Until me and Twilight defeated The Green Goblin eleven years ago I didn't mean a damn thing! Now all the superheroes wanna be my friend, or claim to be my friend! I got annoying colts claiming to be my son! I even had to deal with crap from another world just for doing my damn job!" Peter shouted.

"Hey are you talking about us!?" Mega Man shouted.

"I'm talking about everyone who didn't give a damn about me until I became this big hero, then it just led to fake friendships and petty jealousy!" Peter shouted.

"Fake...friendships?" Johnny said. "You think it was fake!? The fact that I was so worried about you!? The fact that we came all the way to this world to help you!? You didn't even have to ask us, we were willing and ready to go!"

"I didn't ask because I never wanted any of you to come! I just wanted The Avengers because I knew they could help and they wouldn't be giving me this crap! Then you decide to come, then Deadpool, Rumble shows up with his 'I'm a Parker-Sparkle' crap! This is ridiculous!" Peter shouted. "All I care about are the friends I have here! Because they're real friends, they like me for me, they accepted me for me! They could care less if I'm Spider-Mane or not! Their love is real! I didn't even have to do much to earn it, yet I would do everything to deserve it, because that's what they mean to me!"

Johnny shook his head, "I can't believe you, this isn't the Peter I know. But fine, we'll go then."

Bobby's eyes widened, "What!?"

"Peter doesn't want us around, so why fight it?" Johnny turned to Eris, "Take us back then, we're done here."

"Johnny wait!" Rainbow Dash said, trotting to him. "You can't go!"

Rarity called to Peter, "Quick! Change your mind! Say this is a joke! Maybe you're just testing to see if they really love us! I think it worked, they really do wanna stay, so please, say something! Anything!"

Peter just turned and walked inside the castle, not caring anymore.

"Peter...Peter get back here this instant!" Rarity shouted.

"Let it go Rarity, he's not gonna change his mind," Johnny lamented.

Rarity couldn't believe this, "But...no I refuse to allow this! Bobby must stay! I love him!"

"Seriously, I don't wanna be away from Rarity!" Bobby shouted.

"Bobby, enough! I don't like this but we have to accept it, for now at least," Johnny said.

Bobby groaned, "Again I'm away from my true love...it's not gonna be permanent, I will find a way to be with Rarity!"

"Maybe we can come with you! I just want to be with you Bobby," Rarity said.

"Not a good idea, you're needed in this world," Bobby said.

"Please by who? Peter's got this world protected, I can easily go to your world," Rarity said.

"What about your shops?" Bobby asked.

Rarity bit her lip, "It's worth it to be with you."

"I'd even give up mah farming fer you Remy," Applejack said.

Remy shook his head, "No Applejack, you're too important to this world as well. You're the top Apple, I'm proud to know that. I won't ask you to give that up for me."

Twilight approached the heroes, tears in her eyes, "I'm sorry, I thought I would be able to bring you over but-"

"Don't worry Twilight, maybe another time, it's not over," Johnny said.

Twilight nodded and hugged Johnny, "I love you, take care of yourself."

"Love you too, sis," Johnny said, then pulled away.

Rainbow Dash went to hug Johnny, Rarity went to hug Bobby, Applejack hugged Remy, both Logan and Laura hugged Fluttershy and Deadpool hugged Pinkie Pie.

Spike walked over to hug Janet, despite everything he still cared about her. "Sorry Jan."

Janet returned the hug, "I would have stayed honestly."

"Oh, that's nice...kinda wanna see more of my daughter," Spike said.

"Yeah, that would be worth it...I'm sorry for being angry, I dont blame you for wanting to move on, it's not that you don't like me, you just need someone else to love. If you do fall in love, then don't worry about me, I just want you to be happy," Janet said.

"Yeah, me too," Spike said.

The two looked into each other's eyes a bit, then shared one final kiss. It wasn't known to them if that would be the last, but it was something to be cherished. Janet isn't sure if Spike still loves her or just wants her to feel loved, but at least he cares, that's all she asks for.

Eris, Strange and Julia looked to the heroes with some sadness, knowing there's a chance they might not get that next reunion.

"Lets give them a little more time," Strange said.

"Yes, lets help Capcom first," Julia added.

Eris turned around to address them, but then saw something else, "Looks like they might need a little more time as well."

Strange and Julia turned to see Sunset Shimmer hugging Ryu good-bye.

"I'm gonna miss you so much," Sunset said.

"Same here, I will return though, nothing can keep us away," Ryu said.

Sunset then gave Ryu a nice kiss, which he promptly returned.

"Look who's finally showing his romantic side," Dante said.

"About time, you were the only one out of us three for a while who didn't have someone," Chris said.

Ryu turned to his allies with a slight glare, "I don't need your comments."

Mega Man looked down in frustration for a bit, paying little mind to anyone around. He looked up when he saw somepony approach. "Oh, hi Mayday."

"Hi Rock, I came to say good-bye," Mayday said.

"Yeah, I hope I can come back to this world soon, or maybe you can come to our world, I can show you the lab I live at," Mega Man said.

"That would be fun," Mayday said, then kicked her hooves shyly. "So...how do you feel about me?"

Mega Man raised his eyebrow, "Huh? What do you mean?"

"When you look at me, what do you see?" Mayday asked.

Mega Man tapped his chin, "Well...you're a really pretty girl, very smart too. You're brave and talented, and I really like being around you."

Mayday blushed, "Good, that's all I needed to know before I did this."

"Did what?" Mega Man asked. Suddenly Mayday leaned in and gave Mega Man a nice kiss, surprising the Fighting Robot.

The Capcom group and the three portal users remained their in shock, seeing Spider-Man's daughter kissing Mega Man.

"Wow, she really does like technology," Eris said. "I thought Trixie might be joking when she said she'll end up marrying a machine but that's looking more and more likely."

Mega Man wasn't sure what to do, he just quietly returned the kiss, even if he didn't fully understand how to feel. Eventually Mayday broke away with a blush, "Wow, that was kinda nice."

Mega Man also rubbed his head a little, "Thanks, I guess."

Mayday shrugged, "Hey I'm not the best at romance either, I never really had a crush before. Maybe Rumble but I was four so I didn't really know what a crush was. Anyway, I'll see you again soon Rock."

"See you again soon," Mega Man said.

Mayday walked away with a blush on her face, leaving the Cacpom group unsure what to think.

"So first Ryu and Shimmer, now Rock and Mayday, anyone else from our world gonna fall in love?" Dante asked. He then turned to Strider, "You gonna end up with Zecora?"

Strider raised his eyebrow, "What are you? A dimwit?"

Chun Li sighed, "Lets just get home, I have my own personal things to attend to."

"Right," Ryu said. "Eris, Dr. Strange, Madame Web, if you would please."

The three started working their magic to create a portal directly to the Capcom world.

Sunset sighed, "I guess this is it. Good-bye everypony."

The Capcom group waved bye to Sunset, then other ponies who were watching nearby, especially The Cutie Mark Crusaders.

Applejack turned her attention to them, "See you around Dante."

Rarity also turned her attention, "I'll see you again soon Chris."

The Capcom Fighters continued waving when they looked up at the castle Balcony and saw Peter watching from below.

Ryu looked up closely and saw that on Peter's face wasn't his previous look of anger or annoyance, but rather sorrow and regret.

Ryu bowed his head to Peter, then to Sunset before stepping through the portal. The other Capcom Fighters also acknowledged Peter before stepping through, especially Chun Li, Chris and Jill.

"Bye Peter! Take care!" Chun Li said, being the last one through the portal.

With that, the Capcom Fighters were back home, which only left the Marvel Superheroes.

Johnny looked up at Peter, he too noting the sorrow on his face. Feeling for Peter he had one final message. "Listen everyone, don't be too mad at Peter. Believe it or not he really does care, he's just a little frustrated right now. I'm not mad at him, I know deep down how much he cares about those back in our world. I get you're still upset at him, that's understandable, but please, go easy on him."

The Elements looked a little unsure, but out of respect for Johnny, they decided to take his word for that.

Eris, Strange and Julia again opened the portal, "Alright, time to get through."

Scott was the first one through, "Bye Equestria, you were pretty cool!"

Next went Bobby, after a kiss with Rarity, "I love you Rarity, I'll be back one day."

Next went Remy, after a kiss with Applejack, "Take care Applejack, I love you very much."

Deadpool went next, after a kiss with Pinkie Pie, "Keep being wacky, I love that about you."

Logan gave Fluttershy a kiss as he went through, "I love you Fluttershy, don't forget that."

Laura hugged Lightning Dust good-bye, "See ya Dust, love you." With that she kissed her cheek and went through the portal.

Janet waved good-bye at Spike as she took Hope's hoof, "I'll see you hopefully soon."

"Bye daddy," Hope said.

Spike wiped a tear from his eye as she said that, "Bye Hope, be good to your mom, and always work hard and do your best, oh and make sure you stay tidy, oh and-"

"Daddy," Hope said with a giggle. "You're silly."

Spike smiled, "I know, I love you Hope."

"I love you too daddy..." Hope started to tear a little as she turned to Janet. "Do I have to go?"

Janet nodded sadly, "Yes, but it's not forever."

"No, it won't be, I promise you Hope," Spike reassured. He then grabbed a gem and gave it to her. "This is from your daddy, look at it when you feel lonely. Remember, I'll always love you Hope, even if I'm not there to say it."

Hope took it and hugged Spike, "Bye daddy." With a kiss to his cheek, she followed her mother through the portal, holding that gem very closely.

Peter saw this from the Balcony, feeling very teary eyed over that father-daughter moment. He started to sniffle a bit, feeling even more sorrow.

Shocker sighed, "Sonata, I'm sorry but-"

"But what?" Sonata asked.

"I...I gotta go with them," Shocker said.

"Wait, what!?" Sonata asked, getting in front of Shocker, "You...you can't do that! I already lost one friend, I don't want you to-"

"Sonata, listen to me," Shocker said. "You have friends, more than that, you have a family. You have Spider...you have Peter, he'll take good care of you."

"But..." Sonata said, feeling teary eyed.

"Peter loves you, he cares so much about this world, you'll be safe here with your family, but I need to go back home. I have my own goals there, I need to redeem myself," Shocker said.

Sonata sniffled a bit, "But..."

"I promise I'll come back someday, alright?" Shocker asked.

Sonata nodded, "Alright."

"Good," Shocker said, then turned to the others. "I guess this is good-bye, it was nice seeing all of you."

The other ponies waved bye as he walked through the portal. He looked back up to Peter and waved before going through.

Peter just felt more sorrow and regret, especially seeing Mayday so upset over this.

Johnny then kissed Rainbow Dash, "See you Dash, keep doing what you're doing. You're a great Wonderbolt."

"Thanks...You're a great coltfriend, I love you Johnny," Rainbow Dash said, almost too sad to speak.

"I love you too Dashie," Johnny said, stroking her mane. "You're still the most awesome girl I know."

Dash smiled at that, Johnny still knew how to make her feel good about herself.

Moments later, Mayday rushed over to Johnny and hugged him, "I"ll miss you."

Johnny hugged her close to him, "Same here kid, remember to always be good to your parents. Listen to them, they know what's best for you, even when you don't know it." With that Johnny looked up at Peter, seeing the tears in his friend's eyes.

Johnny put Mayday down and flew over to Peter, landing on the other side of the Balcony. "Peter..."

Peter wiped his eyes as he sniffled, "I'm sorry...I didn't mean anything I said..."

"I know, it's cool," Johnny insisted.

"It's not cool. I'm making you leave you loved ones, Spike can't see his daughter, I hurt the feelings of a colt who looked up to me and," Peter wiped his eyes with a sniffle. "I want you guys to stay as well but...I have a world to think about and-"

Johnny pulled Peter into a hug, "I'm not mad, don't worry. Please take it easy Peter, you're doing a great job in this world, not just as a hero, but as a husband and father."

Peter returned the hug, "Maybe one day Johnny...I promise."

Johnny pulled away from the hug, "Keep kicking ass Peter, form that team too. Equestria needs its own Avengers. You got the Shield for it."

Peter turned to the Shield on his back. He took it off and looked down at it, shutting his eyes to prevent more tears. He then called down to Stark from the balcony, "Tony!"

Stark looked up as Peter tossed the Shield down to him. "Huh?"

"Take good care of that Shield, it looks cool but it should be with Marvel's Avengers, I have my own Avengers to form!" Peter said.

Tony nodded his head, "You got it Pete!" He turned to the others, "I'll see you again hopefully soon. All of you keep up the good work, especially you Mayday."

Mayday pointed to herself, "Who me?"

"You're something special, I can tell," Stark said.

Mayday grinned proudly, "Thanks."

Stark went through the portal, leaving only the Fantastic Four. Franklin took the moment to hug Mayday before leaving.

"I'm really gonna miss you Mayday," Franklin said.

Mayday hugged him, "Aw, I'll miss you too Franklin."

Franklin then gave her a kiss on the cheek as he walked to his family right before they left. Johnny had come back down and waved bye one last time.

"See you again soon," with that, Johnny went through the portal.

Dr. Strange turned to Julia, "Shall we?"

"Yes," Julia said with a nod.

The two waved bye to Equestria.

"Here's hoping we'll meet again, under better circumstances," Strange said.

"Take care of yourselves," Julia said.

With that the two entered the portal, leaving it sealed off.

Rainbow Dash sighed, "One day Johnny, I'm not giving up on you just yet."

As they talked Thorax watched from nearby, feeling pity. "They really love them, I can feel it."

"Yes, they do," Chrysalis said. "I can sense a lot of love coming from them." Chrysalis then noticed something odd however. "Weird, the love I'm feeling from them is very similar to the love I felt radiating off of Twilight three years ago."

Throax turned to Chrysalis confused, "Huh? What does that mean my Queen?"

Chrysalis shook her head, "It means nothing, don't worry about it." Despite that she could feel something different about these mares. "Surely not at the same time, what are the chances of that?"

Peter sighed as he looked down, feeling like he made a mistake. He's gonna make things right someday, he has to. For now he has a world to fix up. He went back into the castle to think.

In the Marvel world, Logan was back in his room at the X-Men home, already starting to miss Fluttershy. More importantly he was worried about Laura, this is the second time this happened to her, she can't stand the idea of once again not being with Fluttershy.

"Damn...what to do?" Logan asked.

"Need assistance?" He heard. Logan extended his claws.

"Who's there!?"

Suddenly Discord had appeared, swirling around, "Ah, the Best in the world at what he does Wolverine, how are you today?"

"Hey are you Discord? I've seen you before," Logan said.

"Yes, the one and only. I know you're Logan, I've heard so much about you from Fluttershy, very positive things, and Vergil, not so positive," Discord said.

"Fluttershy? When did you speak with her?" Logan asked.

"The week Peter was away from Equestria last year during Tirek's attack...well it was 3 months for him, not that it matters. I took some time to see Fluttershy, she seemed so nice and I really pitied her during all that," Discord said.

"That Tirek guy's lucky I never got to him, anyway what do you want from me?" Logan asked.

"Oh nothing really, I was sent to see what happened in Equestria, with that robot invasion and global saturation, but I see everything's been resolved, thankfully. It was sorta my fault Wesker and his allies ended up back in Equestria," Discord said.

"Well it's been taken care of," Logan said.

"Yes, I see it has. I also saw there was a tearful good-bye, but the one that stuck out most to me was poor Fluttershy's," Discord said.

"Really? Sure there wasn't anything else?" Logan asked.

"Well, there was that scene with Spike's daughter, but I doubt Janet Van Dyne would want to see me. Anyway I figured I could send one of you to Equestria for good, and I figured maybe I could pick you," Discord said.

"Why me?" Logan asked.

"Simple, I feel bad for poor Fluttershy, so I figured why not give her the same pony that could make her happy, that being you," Discord said.

"Sorry bub, as much as I want that, it wouldn't be fair for just me to go. Besides there's someone else who deserves it more than me," Logan said.

"Let me guess, Laura correct?" Discord asked.

"Laura needs this more than any of us. She ain't happy in this world, she needs Equestria more than I do," Logan said.

"I see...well then, I can make that work. However it's gonna be a bit tricky, for one I'll have to leave her somewhere so the magic can fully take effect, that way it won't cause an imbalance," Discord said.

"Fine by me," Logan said.

"She might also lose some memory, she may not even remember Equestria that well," Discord said.

Logan looked a little surprised, "That means...she might not remember Fluttershy? Or Lightning Dust? Or even Parker?"

"She might not lose that much memory, just the last few years," Discord said.

Logan looked a little unsure, but shrugged it off, "Fine, whatever will make her happy."

"Aw, you're a great father to her aren't you? Alright, leave it to me," Discord said and snapped his fingers. With that he was off.

Logan groaned, "Weird guy."

Discord arrived back in Equestria, "Alright, time to work my-" He looked down and saw Electro walking with Thunderlane and Felicia. "Oops, forgot to send that one away, don't need more of an imbalance."

With a snap of his finger, Electro warped back to Marvel Earth, surprising Thunderlane and Felicia.

"Electro!?" Felicia said.

"Where'd he go!?" Thunderlane asked.

"Now then, time to bring our dear little X-23 to this world," Discord snapped his finger, with that Laura had been transported to Equestria.

"What the? How'd I get back-" she turned to face Discord. "Eris? Wait you're a guy!"

Discord snapped his finger again and this time she was asleep. "Cute, I'll send her somewhere to rest until she's fully balanced into this world." He snapped his finger and made her disappear again. "I'll have to come up with a story to explain why she's there, though it might be easier if it wasn't only her memory that was affected, plus it could relieve some sadness from some ponies, and dragons, I have some planning to do."

With that he flew off to make his plans.

Back in Equestria, everything was being fixed up, including Peter fixing up his relationship with Rumble, apologizing to the Pegasus for his outburst.

Of course Rumble immediately forgave him, promising to ease back on the 'Parker-Sparkle' thing.

The Elements were sad, but they stayed strong, knowing, or hoping one day their true loves would return.

Mayday also started to miss Mega Man, thinking about the Fighting Robot often. She also missed Franklin, though at least she still had the Cakes to play with.

Peter sat in thought of what he wanted to do next. Maybe form that Avengers team like suggested, yeah, sounds good. The Equestrian Avengers will assemble, he just needs some members.

"Looks out Equestria, The Avengers shall Assemble," Peter said, going to make his plans.

 _14 Years later, days before Equestrian Avengers go to Our Town._

A teenage Ben Parker-Sparkle is walking through Ponyville, seemingly uninterested in everything around him. Suddenly a Blue Pegasus filly with a rainbow styled blonde mane flew past him. "Hey Ben, what are you up to?"

"Nothing Firefly, just walking," Ben said.

"Oh...so how's that Tutor you got? When are we gonna meet her?" Firefly asked.

"Soon," Ben said.

"Oh...ok," Firefly said, a bit annoyed at Ben's reluctance to talk. "So...what's your sister been up to?"

"Firefly, don't you have anypony else to bother?" Ben asked.

"Well who else is there? Snow Gem's busy with her fashion, Yuuki's a train ride away, I haven't seen those Pie Twins and Maple Leaf is helping her mother with her animals," Firefly said.

"Well I see Oliver," Ben said, pointing a light brown Earth pony with a brown mane. "Howdy there."

"Oh, Oliver Apple, nice to see you," Firefly said.

"Same to you Firefly, say Ben, we can we see that teacher of yers?" Oliver asked.

Ben groaned, "Soon ok! Geez stop asking."

Ben trotted off while the two other teens looked on in surprise.

"What's with him!?" Firefly asked.

"Don't know, he's always been a bit strange," Oliver said.

As they wondered, they heard a pony get their attention. They turned around and saw Pound Cake standing there.

"Firefly, Oliver, your parents are calling you, they're at Sugarcube Corner talking with my Aunt Pinkie," Pound Cake said.

"Thanks Pound," Firefly said, walking over.

"Yeah thanks," Oliver said.

As they walked with Pound Cake, they passed by the Castle of Friendship where watching from the Balcony were the team of Eris, Sonata Dusk, Trixie/Mysterio, Mayday Parker-Sparkle, Queen Umbra, Princess Ember, Laura/Wolverine and Peter Parker.

"Avengers...time to Assemble," Peter said with a grin.


End file.
